FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark  One)
[  X  ]     QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE     ACT  OF  1934

                    For the quarter ended September 30, 2003

                                       OR

[    ]     TRANSITION  REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE     ACT  OF  1934

             For the transition period from __________ to __________


                 Commission File Number                  1-12727
                                                      ----------


                        SENTRY TECHNOLOGY CORPORATION
                        -----------------------------
        (Exact name of small business issuer as specified in its charter)


       Delaware                                        96-11-3349733
     ----------                                        -------------
(State  or  other  jurisdiction  of                (I.R.S. Employer
 incorporation  or organization)                    Identification No.)



         1881  Lakeland  Avenue,  Ronkonkoma,  NY            11779
      ----------------------------------------------------------------
    (Address  of  principal  executive  offices)           (Zip Code)

                                631-739-2000
                                ------------
              (Registrant's telephone number, including area code)


    (Former name, former address and former fiscal year, if changed since last
                                     report)


Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15 (d) of the Securities Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.

Yes     X          No
        -


As  of  November  4,  2003,  there  were  85,748,886  shares  of  Common  Stock
outstanding.


<PAGE>


                          SENTRY TECHNOLOGY CORPORATION
                          -----------------------------
                                      INDEX
                                      -----

                                                                  Page  No.
                                                                  ---------

PART  I.   FINANCIAL  INFORMATION
---------------------------------

Item  1.     Financial  Statements  (Unaudited)

     Consolidated  Balance  Sheets  --
     September  30,  2003  and  December  31,  2002                   3

     Condensed  Consolidated  Statements  of  Operations  --
     Three  Months  Ended  September  30,  2003  and  2002
     and  Nine  Months  Ended  September  30,  2003  and  2002        4

     Consolidated  Statements  of  Cash  Flows  --
     Nine  Months  Ended  September  30,  2003  and  2002             5

     Notes  to  Condensed  Consolidated  Financial
     Statements  -  September  30,  2003                           6  -  9


Item  2.     Management's  Discussion  and  Analysis  of
     Financial  Condition  and  Results  of  Operations            8  -  12


Item  4.     Controls  and  Procedures                            12  -  13



PART  II.   OTHER  INFORMATION
------------------------------

Item  6.     Exhibits  and  Reports  on  Form  8-K                   13


Signatures                                                           13




<PAGE>










PART  I.   FINANCIAL  INFORMATION
---------------------------------

Item  1.     Financial  Statements  (Unaudited)

SENTRY  TECHNOLOGY  CORPORATION
CONSOLIDATED  BALANCE  SHEETS
(In  thousands)

<TABLE>
<CAPTION>
                                                                 September 30,    December 31,
                                                                     2003             2002
                                                                ---------------  --------------
<S>                                                             <C>              <C>
ASSETS
--------------------------------------------------------------
CURRENT ASSETS
  Cash and cash equivalents. . . . . . . . . . . . . . . . . .  $          215   $         266
  Accounts receivable, less allowance for doubtful
     accounts of $357 and $303, respectively . . . . . . . . .           1,944           1,472
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . .           2,197           3,145
  Prepaid expenses and other current assets. . . . . . . . . .             135             237
                                                                ---------------  --------------
    Total current assets . . . . . . . . . . . . . . . . . . .           4,491           5,120

PROPERTY, PLANT AND EQUIPMENT, net . . . . . . . . . . . . . .             190           2,563
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .             281             309
                                                                ---------------  --------------

                                                                $        4,962   $       7,992
                                                                ===============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------
CURRENT LIABILITIES
  Revolving line of credit and term loan . . . . . . . . . . .  $        1,895   $       2,067
  Accounts payable . . . . . . . . . . . . . . . . . . . . . .             747           1,807
  Accrued liabilities. . . . . . . . . . . . . . . . . . . . .           1,812           1,523
  Obligations under capital leases -
     current portion . . . . . . . . . . . . . . . . . . . . .               5              97
  Deferred income. . . . . . . . . . . . . . . . . . . . . . .             242             394
                                                                ---------------  --------------
    Total current liabilities. . . . . . . . . . . . . . . . .           4,701           5,888

NOTES PAYABLE                                                              263             ---

OBLIGATIONS UNDER CAPITAL LEASES -
  non-current portion. . . . . . . . . . . . . . . . . . . . .              15           2,555
                                                                ---------------  --------------
    Total liabilities. . . . . . . . . . . . . . . . . . . . .           4,979           8,443

SHAREHOLDERS' EQUITY
  Common stock . . . . . . . . . . . . . . . . . . . . . . . .              86              78
  Additional paid-in capital . . . . . . . . . . . . . . . . .          44,657          44,521
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . .         (44,640)        (44,930)
  Note receivable from shareholder . . . . . . . . . . . . . .            (120)           (120)
                                                                ---------------  --------------
    Total shareholders' equity (deficit) . . . . . . . . . . .             (17)           (451)
                                                                ---------------  --------------
                                                                $        4,962   $       7,992
                                                                ===============  ==============


See notes to the condensed consolidated financial statements.

</TABLE>


<PAGE>



















SENTRY  TECHNOLOGY  CORPORATION
CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
(In  thousands,  except  per  share  data)

<TABLE>
<CAPTION>

                                                                Three Months Ended                 Nine Months Ended
                                                                   September 30                       September 30

                                                                2003           2002               2003           2002
                                                                -------------------               -------------------
<S>                                                           <C>            <C>                 <C>            <C>
REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 3,784        $ 3,425             $ 9,684        $11,348

COSTS AND EXPENSES:
     Cost of sales . . . . . . . . . . . . . . . . . . . . . .  1,490          1,884               3,979          5,591
     Customer service expenses . . . . . . . . . . . . . . . .  1,094            977               2,912          3,310
     Selling, general and administrative expenses. . . . . . .    976          1,389               2,726          4,139
     Research and development. . . . . . . . . . . . . . . . .    157            119                 492            415
                                                              --------       --------            --------       --------

                                                                3,717          4,369              10,109         13,455
                                                              --------       --------            --------       --------

OPERATING PROFIT (LOSS). . . . . . . . . . . . . . . . . . . .     67           (944)               (425)        (2,107)

INTEREST AND FINANCING EXPENSES. . . . . . . . . . . . . . . .    171            104                 513            376
                                                              --------       --------            --------       --------

LOSS BEFORE INCOME TAXES . . . . . . . . . . . . . . . . . . .   (104)        (1,048)               (938)        (2,483)

INCOME TAXES (BENEFIT)                                           (143)           ---                (491)           ---
                                                              --------       --------            --------       --------

PROFIT (LOSS) BEFORE EXTRAORDINARY ITEM. . . . . . . . . . . .     39         (1,048)               (447)        (2,483)

EXTRAORDINARY ITEM - Gain on extinguishment
         of debt, net of  $143 and $491 income taxes              215            ---                 737            ---
                                                              --------       --------            --------       --------

NET PROFIT (LOSS). . . . . . . . . . . . . . . . . . . . . . .$   254        $(1,048)            $   290        $(2,483)
                                                              ========       ========            ========       ========

NET PROFIT (LOSS) PER SHARE
Profit (loss) before extraordinary item. . . . . . . . . . . .$  0.00          (0.01)            $ (0.01)       $ (0.04)
Extraordinary item . . . . . . . . . . . . . . . . . . . . . .   0.00           0.00                0.01           0.00
                                                              --------       --------            --------       --------
         Basic and diluted . . . . . . . . . . . . . . . . . .$  0.00          (0.01)            $  0.00        $ (0.04)
                                                              ========       ========            ========       ========

WEIGHTED AVERAGE SHARES
       Basic and diluted . . . . . . . . . . . . . . . . . . . 85,656         78,044              83,619         70,243
                                                              ========       ========            ========       ========


See notes to the condensed consolidated financial statements.

</TABLE>

<PAGE>

























SENTRY  TECHNOLOGY  CORPORATION
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(In  thousands)

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                               September 30,
                                                                             -----------------
                                                                             2003         2002
                                                                             ----         ----

<S>                                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
----------------------------------------------------------------
  Net profit (loss). . . . . . . . . . . . . . . . . . . . . . .           $     290   $(2,483)
  Adjustments to reconcile net profit (loss)
     to net cash provided by operating activities:
     Depreciation and amortization . . . . . . . . . . . . . . .                 244       359
     Provision for bad debts . . . . . . . . . . . . . . . . . .                  38       (39)
     Gain on extinguishment of debt                                           (1,228)      ---
  Changes in operating assets and liabilities:
     Accounts receivable . . . . . . . . . . . . . . . . . . . .                (510)      853
     Inventories . . . . . . . . . . . . . . . . . . . . . . . .                 948     1,019
     Accounts payable and accrued liabilities. . . . . . . . . .                 454       684
     Other, net. . . . . . . . . . . . . . . . . . . . . . . . .                 (32)      190
                                                                           ----------  --------

    Net cash provided by operating activities. . . . . . . . . .                 204       583
                                                                           ----------  --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment, net . . . . . . . .                 (23)      (64)
  Intangibles. . . . . . . . . . . . . . . . . . . . . . . . . .                 (12)      (12)
                                                                           ----------  --------

    Net cash used in investing activities. . . . . . . . . . . .                 (35)      (76)
                                                                           ----------  --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net payments under the revolving line of credit and term loan.                (172)     (351)
  Repayment of obligations under capital leases. . . . . . . . .                 (53)      (61)
  Proceeds from sale of stock, net . . . . . . . . . . . . . . .                   5        11
                                                                           ----------  --------

    Net cash used in financing activities. . . . . . . . . . . .                (220)     (401)
                                                                           ----------  --------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . .                 (51)      106

CASH AND CASH EQUIVALENTS, at beginning of period. . . . . . . .                 266       423
                                                                           ----------  --------
CASH AND CASH EQUIVALENTS, at end of period. . . . . . . . . . .           $     215   $   529
                                                                           ==========  ========


See notes to the condensed consolidated financial statements.



</TABLE>

<PAGE>



SENTRY  TECHNOLOGY  CORPORATION
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2003


NOTE  A  --  Basis  of  Presentation
------------------------------------
Sentry  Technology  Corporation  ("Sentry"),  a  Delaware  Corporation,  was
established  to effect the merger of Knogo North America Inc. ("Knogo N.A.") and
Video Sentry Corporation ("Video Sentry"), which was consummated on February 12,
1997.  The  merger resulted in Knogo N.A. and Video Sentry becoming wholly owned
subsidiaries  of  Sentry.  The  consolidated  financial  statements  include the
accounts  of  Sentry  and  its  majority-owned  subsidiaries.  All  intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.

The accompanying unaudited condensed consolidated financial statements have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions  to  Form  10-QSB.  Accordingly,  they  do  not  include all of the
information  and  footnotes required by accounting principles generally accepted
in  the  United  States  of  America  for  complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered  necessary  for  a  fair  presentation  have  been included.  Interim
results are not necessarily indicative of the results that may be expected for a
full  year.  These  financial  statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in Sentry's
Annual  Report  to  Stockholders on Form 10-K for the fiscal year ended December
31,  2002,  as  filed  with  the  Securities  and  Exchange  Commission.

Certain prior period amounts have been reclassified to conform to current period
presentation.


NOTE  B  --  Financial  Condition  and  Liquidity
-------------------------------------------------
We  have  incurred  reduced  revenue  levels,  decreased  financial position and
recurring  operating losses over the past several years.  As a result, the Board
of  Directors approved a restructuring plan for 2003 to strengthen the Company's
operating  efficiencies and to better align its operations with current economic
and  market conditions.  To date our progress under the revised business plan is
as  follows:

-     Significantly  downsized  our  operations  including  the  elimination  of
      approximately  55  of  117  positions  as  of  March  7,  2003.
-     Negotiated  a settlement with past due trade vendors which has resulted in
      an  $875,000  gain.
-     Negotiated  with  the  previous  landlord  to  move  out  of its Hauppauge
      corporate  facility.  The  lease termination has resulted in a gain of
      $353,000.
-     Relocated  its  corporate  offices  to a smaller and less costly facility.
-     Dedicated  a  substantial  portion  of  our  remaining  resources  towards
      maintaining  and  improving  our  relationships  with  our 30 largest
      customers.
-     Outsourced  all  non-essential  manufacturing  and  assembly operations to
      qualified  subcontractors.
-     Further  expanded  our  Service  Partner  program  to  augment service and
      installations  performed  by  our  employees.

On January 7, 2003, Sentry initiated its restructuring plan.  Due to the size of
the layoff, Sentry was required to give the terminated employees a 60-day notice
period.  The  costs  associated  with  these  restructuring activities are being
expensed  as  they  are  incurred.  The  successful  implementation  of  this
restructuring  to date has resulted in substantial gross margin improvements and
reductions  in  operating  expenses  beginning  in  the  second quarter of 2003.

There  can  be  no  assurance,  however, that changes in Sentry's plans or other
events  affecting  its  operations  will not result in accelerated or unexpected
cash  requirements, or that the Company will be successful in achieving positive
cash  flow  from  operations or that additional debt or equity financing will be
available  on  terms  that  are satisfactory to Sentry, or that any such debt or
equity  financing  will  be  sufficient  to  provide  the full amount of funding
necessary.  Sentry's future cash requirements are expected to depend on numerous
factors,  including,  but  not  limited to: (i) the ability to generate positive
cash  flow  from  operations,  and the extent thereof, (ii) the ability to raise
additional  capital  or  obtain  additional  financing,  and  (iii)  economic
conditions.


<PAGE>


SENTRY  TECHNOLOGY  CORPORATION
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2003


Sentry  will  require  liquidity  and  working  capital  to finance increases in
receivables  and  inventory  associated  with sales growth, payments to past due
vendors  and,  to a lesser extent, for capital expenditures.  The Company had no
material  capital  expenditure or purchase commitments as of September 30, 2003.

Currently,  Sentry's  major  shareholder,  Dialoc  ID,  is  not  able to provide
additional  financial  support  for Sentry.  If the Company is not able to raise
additional  debt or equity financing, it could be forced into a bankruptcy or be
required  to  liquidate  its  assets.  In  this  scenario, most likely, Sentry's
secured  lender  would  receive  the  bulk  of  any  proceeds.


NOTE  C  --  Extraordinary  Items  -  Gain  on  Extinguishment  of  Debt
------------------------------------------------------------------------
On  July  9,  2003, Sentry entered into a settlement agreement with its landlord
regarding  the termination of its long-term capital and operating leases for its
then  current  facility  in Hauppauge, New York.  Under terms of the settlement,
Sentry  was released from its current and future liabilities under the leases in
exchange  for  a  $250,000, 8% note, payable in 36 equal monthly installments of
$7,834,  including  interest,  commencing  November  1,  2003.  The  note  also
obligates  Sentry  to prepay an amount of $100,000 against the note in the event
of  an  equity  financing,  as defined.  In addition, Sentry issued the landlord
1,000,000  shares  of  common  stock,  for  which  the  fair  value of the stock
($33,000) was determined using the closing price as of July 9, 2003.  Sentry was
also obligated to pay rent of $16,000 per month until it vacated the premises on
September  30,  2003.  The  Company  recognized  a gain of $353,000 in the third
quarter  of  2003,  representing  the difference between the carrying amounts of
outstanding  obligations to the landlord less the net book value of the property
on  the  date  of  the  settlement.

As  of  October  1,  2003,  Sentry  moved its corporate offices and distribution
center  to  a  20,000 square foot facility in Ronkonkoma, New York.  The Company
entered  into  a  three-year  lease  with annual rents of $140,000, $144,200 and
$148,600,  respectively.

In  the second and third quarters of 2003, the Company entered into a settlement
with  certain  of  its vendors for past due obligations.  Under the terms of the
settlement,  each  participating vendor received a note for approximately 10% of
their  balance due and two shares of Sentry common stock for each dollar owed in
full  satisfaction of their outstanding balances, which approximated $1,092,000.
The  notes,  approximating $112,000, are non-interest bearing and are payable in
three  equal  installments  on  January 15, 2004, 2005, and 2006.  The 2,186,539
shares  issued  in  connection with this settlement were valued at approximately
$105,000,  based on the market value of the stock at the time of the settlement.
As  a  result of this transaction, in the second and third quarters, the Company
realized  an extraordinary gain of $875,000, representing the difference between
the  amounts  due  before the settlement and the total amount payable, including
the  value  of  the  common  stock,  as  a  result  of  the  settlement.

The  $143,000 and $491,000 income tax provisions recognized in the third quarter
and  first  nine  months  of  2003  on the extraordinary gains were offset by an
equivalent  income  tax  benefit  generated  from the current periods' loss from
operations  and  the  utilization  of  net  operating  loss  carryforwards.


NOTE  D  --  Inventories
------------------------
Inventories  consist  of  the  following:

                            September  30,  2003            December  31,  2002
                            --------------------            -------------------
                                              (in  thousands)
Raw  materials                    $     648                    $     513
Work-in-process                         504                          618
Finished  goods                       1,045                        2,014
                                      -----                        -----
                                  $   2,197                    $   3,145
                                  =   =====                    =   =====

Reserves  for excess and obsolete inventory totaled $2,422,000 and $3,610,000 as
of September 30, 2003 and December 31, 2002, respectively and have been included
as  a  component  of  the  above  amounts.


<PAGE>


SENTRY  TECHNOLOGY  CORPORATION
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2003


NOTE  E  --  Related  Party  Transactions
-----------------------------------------
As  a  result  of  the  Dialoc ID investment, Sentry entered into a distribution
agreement with Dialoc ID, which contemplates a two-way distribution relationship
between  the  companies.  Under  the  agreement,  Sentry  has the rights to sell
Dialoc  ID's  EAS,  access  control and RFID products and accessories and Sentry
gives  Dialoc  ID  the rights to sell its EAS and CCTV products and accessories.
Pricing  for  products  under the agreements are at the lowest prices charged to
affiliates.  Also, Peter Murdoch, a shareholder of Dialoc ID, receives an annual
salary  of  $50,000  in  2003 in the capacity of President of Sentry.  Purchases
from  Dialoc ID were $17,000 and $3,000 in the quarters ended September 30, 2003
and  September  30, 2002 and $29,000 and $13,000 in the nine month periods ended
September 30, 2003 and 2002, respectively.  Services and sales to Dialoc ID were
$28,000  and  $24,000  in  the  quarters  ended  September 30, 2003 and 2002 and
$67,000 and $37,000 in the nine month periods ended September 30, 2003 and 2002,
respectively.  The  net amount payable to Dialoc ID as of September 30, 2003 was
$136,000.

In  addition, on March 27, 2002, Peter Murdoch, our President and CEO, exercised
a  stock  option  for  two  million shares of Sentry common stock at an exercise
price  of  $0.06  per  share,  which  was  paid  for  through  the issuance of a
promissory note in the amount of $120,000.  The principal of the note is secured
by  the  option  shares  and  is  repayable  no later than January 8, 2006.  Mr.
Murdoch  will  not  have any personal liability for the principal of the note if
the  value  of  the option shares is not sufficient to repay the note.  The note
bears  interest at prime (currently 4 %) less .75%.  The note has been reflected
as  a  reduction  of  shareholders'  equity  on  the  balance  sheet.


NOTE  F  --  Recent  Accounting  Pronouncements
-----------------------------------------------
In  April 2003, FASB issued Statement of Financial Accounting Standards No. 149,
Amendment  of  Statement  133  on  Derivative Instruments and Hedging Activities
("SFAS  149").  SFAS  149  amends  and  clarifies  accounting  for  derivative
instruments,  including  certain  derivative  instruments  embedded  in  other
contracts,  and for hedging activities under SFAS 133. SFAS 149 is effective for
contracts  and  hedging  relationships  entered  into or modified after June 30,
2003.  We  adopted  the  provisions of SFAS 149 effective June 30, 2003 and such
adoption did not have a material impact on our consolidated financial statements
since  we  have  not  entered  into  any  derivative  or  hedging  transactions.

In  May  2003,  the  FASB issued Statement of Financial Accounting Standards No.
150,  "Accounting for Certain Financial Instruments with Characteristics of both
Liabilities  and  Equity"  ("FAS 150"). This statement establishes standards for
how  an  issuer  classifies  and measures in its statement of financial position
certain  financial  instruments  with  characteristics  of  both liabilities and
equity.  In  accordance  with  the  standard,  financial instruments that embody
obligations for the issuer are required to be classified as liabilities. FAS 150
is  effective  for  financial instruments entered into or modified after May 31,
2003,  and  otherwise  is effective at the beginning of the first interim period
beginning  after June 15, 2003.  We adopted the provisions of SFAS 150 effective
June  30,  2003  and  such  adoption  did  not  have  a  material  impact on our
consolidated  financial  statements.


NOTE  G  --  Earnings  Per  Share
---------------------------------
The  earnings  per  share calculations (basic and diluted) at September 30, 2003
and 2002 are based upon the weighted average number of common shares outstanding
during  each  period.  There  are  no  reconciling  items  in  the  numerator or
denominator  of  the  earnings  per  share calculations in either of the periods
presented.  Options  to  purchase 1,598,424 and 3,648,588 shares of common stock
with  a  weighted  average exercise price of $0.57 and $0.72 were outstanding at
September 30, 2003 and 2002, but were not included in the computation of diluted
net  loss  per  share  because their effect would be antidilutive or immaterial.

Stock  options  issued  to employees are accounted for under the intrinsic value
method  as  prescribed  by  APB  Opinion No. 25, "Accounting for Stock Issued to
Employees." No stock-based employee compensation cost is reflected in net income
(loss),  as  all options granted had an exercise price equal to the market value
of  the  underlying  common  stock  on  the  date  of grant. The following table
illustrates  the effect on net loss and net loss per share if we had applied the
fair  value  method of accounting for stock options under the provisions of FASB
Statement  No.  123,  "Accounting  for  Stock-Based  Compensation".



<PAGE>


SENTRY  TECHNOLOGY  CORPORATION
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS
SEPTEMBER  30,  2003


                                Three  Months  Ended         Nine Months Ended
                                   September  30,              September  30,
                                   2003        2002          2003        2002
                                   ----        ----          ----        ----
                                     (in  thousands,  except  per  share  data)

Net income (loss),
  as  reported                    $  254     $(1,048)       $  290      $(2,483)

Deduct:  Total stock-based
employee compensation expense
determined under the fair
value method for all awards,
net of related tax effects            21          32            36          169
                                  -------    --------       -------     --------

Pro-forma net income (loss)       $  233     $(1,080)       $  254      $(2,652)
                                  =======    ========       =======     ========

Net income (loss) per share:
Basic and Diluted-as reported     $ 0.00     $ (0.01)       $ 0.00      $ (0.04)
                                  =======    ========       =======     ========

Basic and Diluted-pro forma       $ 0.00     $ (0.01)       $ 0.00      $ (0.04)
                                  =======    ========       =======     ========

The  fair  value  of each option granted is estimated on the date of grant using
the Black-Scholes option-pricing model.  No options were granted in the three or
nine-month  periods  ended  September  30,  2003  or  2002.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of  Operations.

Certain  Factors  That  May  Affect  Future  Results
----------------------------------------------------

Information  contained  or  incorporated by reference in this periodic report on
Form  10-QSB  and  in  other  SEC  filings  by  Sentry contains "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995  which can be identified by the use of forward-looking terminology such
as  "believes,"  "expects,"  "may,"  "will,"  "should"  or  "anticipates" or the
negative  thereof,  other  variations  thereon  or comparable terminology, or by
discussions  of  strategy.  These  forward-looking  statements  involve  certain
significant  risks  and  uncertainties, and actual results may differ materially
from the forward-looking statements. For further details and discussion of these
risks  and  uncertainties  see  Sentry  Technology  Corporation's  SEC  filings
including,  but not limited to, its annual report on Form 10-K. No assurance can
be  given  that future results covered by the forward-looking statements will be
achieved,  and  other factors could also cause actual results to vary materially
from  the  future  results covered in such forward-looking statements. We do not
undertake  to  publicly  update  or revise any of our forward-looking statements
even  if  experience or future changes show that the indicated results or events
will  not  be  realized.


Results  of  Operations:
------------------------

We  sell  our  products  predominantly  into  the  retail  market.  While we are
beginning to see signs of an improving domestic retail economy, we still believe
that  domestic  revenues may continue to be affected by a soft market for retail
capital  goods  spending.  As  part  of  our  restructuring  plan and due to the
limitations  of  our  financial  resources,  we  reduced  the  number  of direct
salespersons  from  thirteen  to  four,  whose  efforts  are supplemented by six
in-house  sales  support  staff  and two independent sales representatives.  Our
sales  efforts  were  primarily  focused  towards  our  top  30  customers.  The
transition  to this strategy may result in large swings in our order flow, based
on  the  timing  of  new  store  openings  and  the receipt of orders from these
customers.  This  is  reflected  in  the reduction in our backlog of orders from
approximately  $5.3  million at September 30, 2002 to approximately $4.4 million
at  September  30,  2003. Consolidated revenues were 10% higher and 15% lower in
the  quarter  and  nine  months ended September 30, 2003 than in the quarter and
nine  months ended September 30, 2002.  Total revenues for the periods presented
are  broken  out  as  follows:


<PAGE>


SENTRY  TECHNOLOGY  CORPORATION
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS


                        Q-3      Q-3         %        9  Mos.   9  Mos.      %
                       2003     2002    Change        2003      2002      Change
                       ----     ----    ------        ----      ----      ------
                           (in  thousands)                 (in  thousands)

EAS                  $  490    $  676     (28)       $ 1,460    $ 1,992     (27)
CCTV                    706       621      14          2,653      3,251     (18)
SentryVision          1,420     1,037      37          2,279      2,173       5
3M library products     ---        24    (100)            45        215     (79)
                     ------     -----    -----       --------    -------   -----
Total  sales          2,616     2,358      11          6,437      7,631     (16)
Service revenues
 and  other           1,168     1,067       9          3,247      3,717     (13)
                     ------     -----    -----       --------    -------   -----
Total  revenues     $ 3,784    $3,425      10        $ 9,684    $11,348     (15)
                    =======    ======    =====       ========   ========   =====

Direct sales of EAS products were lower in both the third quarter and first nine
months  of  2003 as compared to the same period in the prior year as a result of
lower sales to our Mexican Distributor and to smaller boutique customers.  There
was  an  increase in CCTV and SentryVision  revenues from Lowe's Home Centers of
approximately $1.0 million in the third quarter of 2003 as compared to the third
quarter of 2002 as a result of the timing of the contracts received.  Cumulative
business  with Lowe's through the first nine months of 2003 is approximately the
same  as  the  first  nine  months  of 2002.  Overall sales of conventional CCTV
systems  in  the  first  nine  months  of 2003 have weakened with several of our
existing  customers  compared  to  the prior year while sales of our proprietary
SentryVision  Smart  Track  system  continued  to strengthen.  We terminated our
distribution  agreement  with  3M  for  library  products as of the end of 2002,
however,  the  final  installations  were  completed  in  first quarter of 2003.
Service  revenues and other increased in the third quarter primarily as a result
of higher installation revenue than in the third quarter of 2002, but were lower
in  the  first  nine  months  of  2003.

Cost  of  sales  were  57%  and  62%  of total sales in the three and nine month
periods  ended September 30, 2003 compared to 80% and 73% in the same periods of
the  prior  year.  Part  of  our  restructuring  plan  for  2003  included  the
outsourcing  of  all  significant  manufacturing operations. The decrease in the
cost  of  sales percentage in the third quarter and first nine months of 2003 is
primarily  the result of the elimination of the charge to cost of sales of under
absorbed  fixed  overhead costs due to the termination of in-house manufacturing
as  of  the  end  of  the  first  quarter  of  2003.

Customer  service expenses, as a percentage of service revenues, increased 2% in
the  third  quarter  of  2003  as  compared  to the third quarter of 2002 due to
pricing  pressures on the maintenance contracts with certain major customers but
remained  constant  for  the  first nine months of 2003 as compared to the first
nine  months  of  2002.   Through  a  combination of a decrease in the number of
customer  service  employees  and  increased  use  of outside service contractor
costs,  we were able to lower total net customer service costs to compensate for
the  lower  revenue  levels  in  the  first  nine  months  of  2003.

Selling, general and administrative expenses were 30% and 34% lower in the three
and nine month periods ended September 30, 2003 when compared to the same period
of  the  previous  year  primarily  as  a  result  of  lower  payroll  costs and
commissions  partly  as a result of the headcount reduction as of March 7, 2003.
We  anticipate  that  selling, general and administrative costs will continue to
decline  on a comparative basis during the remainder of 2003, particularly after
our  relocation  to  a  smaller,  less  costly  facility  as of October 1, 2003.

Research  and  development costs were higher in the third quarter and first nine
months  of 2003 when compared to the third quarter and first nine months of 2002
due  to a reorganization and transfer of employees into the engineering group as
part  of  our  restructuring.

Bank  interest  expense  declined for the third quarter and first nine months of
2003  due  to  lower  average  borrowings  and  lower  interest  rates under our
revolving  credit agreement.  However, total interest and financing costs in the
2003  periods  were  higher than in the 2002 periods because we were required to
supplement  our  financing  needs  through  the  use  of  PO  financing with EPK
Financial,  which carries substantially higher financing fees than the revolving
credit  line. We expect that PO financing would be eliminated and interest costs
would significantly decrease if we are successful in raising equity financing in
the  future.


<PAGE>



SENTRY  TECHNOLOGY  CORPORATION
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATIONS


On  July  9,  2003, Sentry entered into a settlement agreement with its landlord
regarding  the termination of its long-term capital and operating leases for its
current  facility  in  Hauppauge,  New  York.  The  Company  recognized  an
extraordinary  gain  of  $212,000  (net  of  $141,000 income taxes) in the third
quarter  of  2003,  representing  the difference between the carrying amounts of
outstanding  obligations to the landlord less the net book value of the property
on  the  date  of the settlement.  In the second and third quarters of 2003, the
Company  also  entered into settlements with certain of its vendors for past due
obligations  which resulted in a gain of approximately $525,000 (net of $350,000
income taxes) which represents the difference between the amounts due before the
settlement  and  the  total  amount  payable,  including the value of the common
stock,  as  a  result  of  the  settlement.

The  $143,000 and $491,000 income tax provisions recognized on the extraordinary
gains  were  offset by equivalent income tax benefits generated from the current
year's  losses  from  operations  and  the  utilization  of  net  operating loss
carryforwards.  Due  to  net  operating  losses, we have not provided for income
taxes  in  any  of  the  periods  of  2002.

As  a  result of the foregoing, Sentry had net profits of $254,000 and  $290,000
in the quarter and first nine months ended September 30, 2003 as compared to net
losses  of  $1.0  and  $2.5  million  in the quarter and first nine months ended
September  30,  2002.


Liquidity  and  Capital  Resources  as  of  September  30,  2003
----------------------------------------------------------------

We  have  incurred  reduced  revenue  levels,  decreased  financial position and
recurring  operating losses over the past several years.  As a result, the Board
of  Directors approved a restructuring plan for 2003 to strengthen the Company's
operating  efficiencies and to better align its operations with current economic
and  market  conditions.  To  date,  we have made significant progress under our
revised  business  plan  including  the  following:

-     Significantly  downsized  our  operations  including  the  elimination  of
      approximately  55  of  117  positions  as  of  March  7,  2003.
-     Negotiated  a settlement with past due trade vendors which has resulted in
      an  $875,000  gain.
-     Negotiated  with  the  previous  landlord  to  move  out  of its Hauppauge
      corporate  facility.  The  lease  termination  resulted  in  a  $353,000
      gain.
-     Relocated  its  corporate  offices  to a smaller and less costly facility.
-     Dedicated  a  substantial  portion  of  our  remaining  resources  towards
      maintaining  and  improving  our  relationships  with  our 30 largest
      customers.
-     Outsourced  all  non-essential  manufacturing  and  assembly operations to
      qualified  subcontractors.
-     Further  expanded  our  Service  Partner  program  to  augment service and
      installations  performed  by  our  employees.

On January 7, 2003, Sentry initiated its restructuring plan.  Due to the size of
the layoff, Sentry was required to give the terminated employees a 60-day notice
period.  The  costs  associated  with  these  restructuring activities are being
expensed  as  they  are  incurred.  The  successful  implementation  of  this
restructuring  to date has resulted in substantial gross margin improvements and
reductions  in  operating  expenses  beginning  after the first quarter of 2003.

As  of  September 30, 2003, we had borrowings of approximately $1.9 million with
CIT,  the maximum amount available under the revolving credit facility.  Most of
our  trade  vendors  have  us  on  a cash in advance or COD basis for purchases.
Therefore,  we  continue  to  supplement  our  borrowings  under  the CIT credit
facility  with  purchase  order  financing  through  EPK  Financial Corporation.
During  the  third quarter and first nine months of 2003, we funded $926,000 and
$1,612,000  in  inventory  purchases  under  this facility.  As of September 30,
2003,  we  owed  approximately  $284,000  to  EPK  Financial.

On  July  9,  2003, Sentry entered into a settlement agreement with its landlord
regarding  the termination of its long-term capital and operating leases for its
then  current  facility  in  Hauppauge, New York. Under terms of the settlement,
Sentry  was released from its current and future liabilities under the leases in
exchange  for  a  $250,000, 8% note, payable in 36 equal monthly installments of
$7,834, including interest, commencing November 1, 2003. The note also obligates
Sentry  to  prepay  an  amount  of  $100,000 against the note in the event of an
equity  financing, as defined. In addition, Sentry issued the landlord 1,000,000
shares  of  common  stock,  for  which the fair value of the stock ($33,000) was
determined using the closing price as of July 9, 2003. Sentry was also obligated
to  pay rent of $16,000 per month until it vacated the premises on September 30,
2003.  The  Company  recognized a gain of $353,000 in the third quarter of 2003,
representing  the  difference  between  the  carrying  amounts  of  outstanding
obligations  to the landlord less the net book value of the property on the date
of  the  settlement.

As  of  October  1,  2003,  Sentry  moved its corporate offices and distribution
center  to  a smaller and less costly 20,000 square foot facility in Ronkonkoma,
New  York.  The  Company  entered  into  a three-year lease with annual rents of
$140,000,  $144,200 and $148,600, respectively.  It is anticipated that the move
will  result  in  excess  of  $250,000  in  savings  on  an  annualized  basis.

In  the first and second quarters of 2003, the Company entered into a settlement
with  certain  of  its vendors for past due obligations.  Under the terms of the
settlement,  each  participating vendor received a note for approximately 10% of
their  balance due and two shares of Sentry common stock for each dollar owed in
full  satisfaction  of  their  outstanding  balances,  which  approximated  $1.1
million.  The  notes,  approximating  $112,000, are non-interest bearing and are
payable  in  three  equal installments on January 15, 2004, 2005, and 2006.  The
2,186,539  shares  issued  in  connection  with  this  settlement were valued at
approximately  $105,000,  based  on the market value of the stock at the time of
the  settlement.  As  a  result  of  this  transaction,  the Company realized an
extraordinary  gain of $875,000, representing the difference between the amounts
due  before  the settlement and the total amount payable, including the value of
the  common stock, as a result of the settlement.  To date, approximately 81% of
past  due  trade  debts  have  been  settled.

We  continue to pursue additional debt or equity financing through our financial
advisors.

There  can  be  no  assurance,  however, that changes in Sentry's plans or other
events  affecting  its  operations  will not result in accelerated or unexpected
cash requirements, or that we will be successful in achieving positive cash flow
from operations or that additional debt or equity financing will be available on
terms that are satisfactory to Sentry, or that any such debt or equity financing
will  be sufficient to provide the full amount of funding necessary.  Our future
cash requirements are expected to depend on numerous factors, including, but not
limited  to: (i) the ability to generate positive cash flow from operations, and
the  extent  thereof,  (ii)  the  ability  to raise additional capital or obtain
additional  financing,  and  (iii)  economic  conditions.

We  will  require  liquidity  and  working  capital  to  finance  increases  in
receivables  and  inventory  associated  with sales growth, payments to past due
vendors  and,  to a lesser extent, for capital expenditures.  We had no material
capital  expenditure  or  purchase  commitments  as  of  September  30,  2003.
Currently,  Sentry's  major  shareholder,  Dialoc  ID,  is  not  able to provide
additional  financial  support  for Sentry.  If the Company is not able to raise
additional  debt or equity financing, we could be forced into a bankruptcy or be
required  to  liquidate  our  assets.  In  this  scenario, most likely, Sentry's
secured  lender  would  receive  the  bulk  of  any  proceeds.


Related  Party  Transactions
----------------------------
Details  of  related  party  transactions  are  included  in Note E of this Form
10-QSB.


Item  4.  Controls  and  Procedures

As  of  the  end  of  the  period  covered  by  this  report,  Sentry Technology
Corporation  carried  out  an  evaluation,  under  the  supervision and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of the
design  and  operation  of  the  Company's  disclosure  controls  and procedures
pursuant  to  Rule 13a-15 of the Securities and Exchange Act of 1934. Based upon
that  evaluation,  the  Chief  Executive  Officer  and  Chief  Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting  them  to  material  information related to the Company that is
required to be included in Sentry Technology Corporation's periodic SEC filings.

There  has  been  no  change  in  the  Company's internal control over financial
reporting during the period covered by this report that has materially affected,
or  is  reasonable  likely  to materially affect, the Company's internal control
over  financial  reporting.


PART  II  -  OTHER  INFORMATION
-------------------------------


ITEM  6  -  Exhibits  and  Reports  on  Form  8-K

(a)     Exhibits:

10.34  -  Stipulation  of  Settlement  and Lease Termination dated July 29, 2003
between  Knogo  North  America  Inc.  and  NOG  (NY)  QRS  12-23,  Inc.

10.35  -  Lease  Agreement  dated  September  16, 2003 between Sentry Technology
Corporation  and  G  &  J  Lakeland  Realty  Corp.

31.1  -  Certification by the Chief Executive Officer Pursuant to Section 302 of
the  Sarbanes-Oxley  Act  of  2002.

31.2  -  Certification by the Chief Financial Officer Pursuant to Section 302 of
the  Sarbanes-Oxley  Act  of  2002.

32.1  -  Certification  by  the  Chief  Executive  Officer Pursuant to 18 U.S.C.
Section  1350  Adopted  Pursuant  to  Section  906  of the Sarbanes-Oxley Act of
2002.***

32.2  -  Certification  by  the  Chief  Financial  Officer Pursuant to 18 U.S.C.
Section  1350  Adopted  Pursuant  to  Section  906  of the Sarbanes-Oxley Act of
2002.***

***     In  accordance  with Item 601(b)(32)(ii) of Regulation S-B, this exhibit
shall not be deemed "filed" for the purposes of Section 18 of the Securities and
Exchange  Act of 1934 or otherwise subject to the liability of that section, nor
shall  it be deemed incorporated by reference in any filing under the Securities
Act  of  1933  or  the  Securities  Exchange  Act  of  1934.

(b)          Reports  on  Form  8-K - There were no Reports on Form 8-K filed in
the  three  months  ended  September  30,  2003.
















SIGNATURES

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
registrant  had  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                 SENTRY  TECHNOLOGY  CORPORATION
                                 -------------------------------


Date:  November  4,  2003        By:     /S/   PETER  J.  MUNDY
       ------------------               ------------------------
                                        Peter  J.  Mundy,
                                        Vice  President  -  Finance
                                        and Chief  Financial  Officer
                                        (Principal  Financial  and
                                            Accounting  Officer)

<PAGE>







































































                                                                   Exhibit 10.34

DISTRICT  COURT,  4TH  DISTRICT
COUNTY  OF  SUFFOLK:  NON-RESIDENTIAL
---------------------------------------------
                                             :
NOG  (NY)  QRS  12-23,  INC.,                :  INDEX  NUMBER
                                             :  -------------
                                             :  SMLT  143/03
                 Petitioner-Landlord,        :
                                             :
                                             :
                                             :  STIPULATION  OF
       -against-                             :  SETTLEMENT
                                             :  ---------------
                                             :
KNOGO  NORTH  AMERICA  INC.,                 :
                                             :
                 Respondent-Tenant,          :
                                             :
----------------------------------------------


     The parties hereto hereby stipulate and agree to be effective as of July 9,
2003,  as  follows:

1.  Respondent-Tenant Knogo North America Inc. ("Tenant") hereby appears in this
proceeding  through  its  attorney,  Mark  Haltzman,  Esq.

2.  Tenant  hereby  admits  service  of  process  of  the petition and notice of
petition  herein,  and  of all predicate notices underlying this proceeding, and
waives  all  affirmative  defenses relating to personal jurisdiction and subject
matter  jurisdiction.

3.  Tenant  hereby  acknowledges  and  admits  that  there  is  due  to
Petitioner-Landlord  NOG (NY) QRS 12-23, Inc. ("Landlord") under a written lease
dated  as of December 24, 1996 between Petitioner-Landlord and Respondent-Tenant
(the  "Lease")  for premises at 350 Wireless Boulevard, Hauppauge, New York (the
"Premises")  rent  and  additional  rent  in the aggregate amount of $486,027.49
through  May, 2003, without any claim, counterclaim, offset, right of recoupment
or  defense,  all  of  which  are  hereby  waived,  released  and  abandoned.

4.  Tenant  consents  to the immediate entry of a judgment of possession and the
immediate  issuance  of a warrant of eviction, with the execution of same stayed
through  and  including  September  30,  2003.

5. Tenant shall vacate, on or prior to September 30, 2003, the Premises in broom
clean  condition,  and deliver all keys to the Premises to Landlord on a date of
which  Tenant  shall give to Landlord written notice not less than ten (10) days
in  advance  (the  "Vacate  Date").

6.   In  June,  Tenant  paid  by  wire  transfer to Landlord the sum of SIXTEEN
THOUSAND  DOLLARS ($16,000) by certified or cashiers check, representing use and
occupancy  for  the  Premises  for  the  month  of  June,  2003.

7.     In  July,  2003,  Tenant  paid  to  Landlord  the sum of SIXTEEN THOUSAND
DOLLARS  ($16,000) by certified or cashiers check or wire transfer, representing
use  and  occupancy  for  the  Premises  for  the  month  of  July,  2003.

8.  In  addition  to the foregoing, on or before August 1, 2003 and on or before
September 1, 2003, Tenant shall also pay to Landlord the sum of SIXTEEN THOUSAND
DOLLARS  ($16,000) by certified or cashiers check or wire transfer, representing
use and occupancy for the Premises for each such respective month.  In the event
that  the  Vacate  Date  shall  be  prior to the end of a month, Tenant shall be
permitted  to  prorate the payment of use and occupancy for that month and shall
receive a credit or refund in the event that $16,000 exceeds the prorated amount
due  from  Tenant  for  the  period  from the beginning of the month through and
including  the  Vacate  Date.

9.  In  addition  to  the  foregoing,  simultaneously with the execution hereof,
Tenant  shall  also execute a promissory note in favor of Landlord in the amount
of  TWO  HUNDRED  AND  FIFTY  THOUSAND  DOLLARS  ($250,000), in the form annexed
hereto.  The Note shall bear interest at 8% per annum and shall be payable in 36
monthly  installments  of  $7,834.09,  with the first payment of due November 1,
2003.  Each monthly payment shall be in advance not in arrears.  The Note may be
prepaid  in whole or in part at any time without penalty.  Further, Tenant shall
pay  $100,000  at such time as an equity financing of Tenant is closed, at which
time  the  monthly  payments due under the Note shall be reset to fully amortize
the  remaining  balance due by October 1, 2006. The Note shall also provide that
if the Tenant shall be in default of its obligations under the Note, then Tenant
shall  be  liable  for  any  reasonable attorney's fees and expenses incurred by
Landlord  to  collect  any  amounts  due  under  the  Note.

10.  In  addition  to  the  foregoing, simultaneously with the execution hereof,
Tenant  shall  deliver to Landlord a certificate evidencing the issuance to, and
the  ownership by, Landlord of ONE MILLION (1,000,000) shares of non-assessable,
Rule  144,  fully-paid  common  stock  of  Sentry  Technology  Corporation.

11. In the event that Tenant shall default in making any payment due to Landlord
hereunder  as and when due, or shall otherwise default in the performance of any
other  obligation of Tenant under the Lease, prior to the Vacate Date and Tenant
shall  fail  to  cure  such default within three (3) business days following the
sending  of  notice  of such default by Landlord or Landlord's counsel to Tenant
and  Tenant's  counsel  by  overnight  mail  delivery service, then, without any
further  notice  to Tenant, Landlord shall have the right to proceed immediately
to  execute  on the warrant of eviction, and Tenant waives the right to commence
any action or proceeding in any court to seek to stay Tenant's eviction from the
Premises.

12. Landlord shall be permitted to collect from the two Respondents-Undertenants
of  the  Premises,  Ace  Franchising,  Inc.  and Shorewood Packaging Corporation
(collectively  the  "Undertenants"),  the  rent  that would otherwise be due and
payable from the Undertenants to Tenant for the period from June 1, 2003 through
and  including  the Vacate Date.  Tenant acknowledges that the Undertenants have
attorned  to  Landlord heretofore, and Tenant consents to such prior attornment.

13. Tenant acknowledges that the Lease shall be deemed in full force and effect,
and  Tenant  shall  continue  to  comply  in  all  respects with its obligations
thereunder,  except  as  expressly  set  forth  herein,  until  the Vacate Date.

14.  In the event, and only in the event, that Tenant shall comply with each and
every one of its obligations hereunder, and with all other obligations of Tenant
under  the  Lease,  the  Lease  shall  be  deemed terminated, and all rights and
obligations of Landlord and Tenant under the Lease shall be deemed of no further
force  and  effect,  as  of  the  Vacate  Date.

15.  Landlord hereby withdraws, and discontinues, this proceeding with regard to
the  Undertenants.

16. This Court shall retain jurisdiction of this proceeding, and of the parties.

17.  This  stipulation  may  be  executed  in  counterparts.


                         [SIGNATURES ON FOLLOWING PAGE]

<PAGE>


NOG  (NY)  QRS  12-23,  INC.      KNOGO  NORTH  AMERICA  INC.
Petitioner-Landlord                         Respondent-Tenant

By: /s/ Franck Ruimy              By: /s/ Peter J. Mundy
   -------------------------         --------------------------
    Franck  Ruimy                    Peter  J.  Mundy
    First  Vice  President           Vice  President  and
                                     Chief  Financial  Officer


REED  SMITH  LLP                  MARK  S.  HALTZMAN  AND  ASSOCIATES
Attorneys  for                    Attorney  for  Respondent-Tenant
Petitioner-Landlord
                                  By:  /s/ Mark S. Haltzman, Esq.
By: /s/                                ------------------------------
   ------------------------
                                  SHOREWOOD  PACKAGING  CORPORATION
                                  Respondent-Undertenant


                                  By:   /s/ Richard O'Leary
                                       -----------------------------
                                       Richard  O'Leary
                                       Superintendent  -  Finance



                                  NIXON  PEABODY  LLP
                                  Attorney  for  Respondent-Undertenant


                              By:   /s/
                                  -------------------------------------


                         SO  ORDERED:


                         /s/                             7/22/03
                         ----------------------------------------

<PAGE>


                                 PROMISSORY NOTE
                                 ---------------


$250,000.00                                July  9,  2003
-----------
                                           New  York,  New  York

     FOR  VALUE  RECEIVED,  the  undersigned,  KNOGO  NORTH  AMERICA  INC.,  a
corporation  organized and existing under the laws of the State of Delaware, and
having  an  address  at  350  Wireless Boulevard, Hauppauge, New York 11788 (the
"Borrower"), hereby promises to repay to NOG (NY) QRS 12-23, INC., a corporation
organized  and  existing  under the laws of the State of New York, and having an
address  at  c/o  W.P. Carey Inc., 50 Rockefeller Plaza, New York, NY 10020 (the
"Lender"),  the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) together
with  interest thereon at the rate of eight percent (8%) per annum on the unpaid
principal  portion  thereof,  in 36 equal monthly installments of $7,834.09 with
the  first  payment  due on or before November 1, 2003 and then on or before the
first  day of each month thereafter, with a final payment of any unpaid interest
and  accrued  interest  on  October  1,  2006.

     The  Borrower shall have the right to prepay at any time all or part of the
unpaid  principal  amount  hereunder  without  any  penalty or premium, but with
interest  to  the  date  of  such  prepayment.

     In  the  Event that Borrower shall have closed on equity financing prior to
October  1,  2006,  Borrower  shall be obligated to prepay $100,000 of this Note
simultaneously  with  the  closing  of  such equity financing, at which time the
monthly payments due hereunder shall be reset to an amount necessary to amortize
the  then  remaining  unpaid  principal  by  October  1,  2006.


     In  the  event that the holder hereof shall incur any reasonable expense in
enforcing,  or attempting to enforce, the obligations of the Borrower hereunder,
including  reasonable attorneys' fees and expenses, the Borrower shall be liable
to  the  holder  hereof  for  all  such  expenses.


     The  parties  acknowledge that this Note shall be deemed an instrument
for  the  payment of money only under the Civil Practice Law and Rules.   This
note  shall  be  negotiable.

     In  the  event  that  any  dispute  shall  arise  hereunder,
The  parties acknowledge  that  venue  shall be  proper in a court of competent
jurisdiction located  in  the  County  of  New  York,  State  of  New  York.

                              KNOGO  NORTH  AMERICA  INC.


                              By:  /s/ Peter J. Mundy
                                  ----------------------------
                                   Peter  J.  Mundy
                                   Vice  President  and
                                   Chief  Financial  Officer




<PAGE>


























                                                                  Exhibit 10.35




                           STANDARD FORM OF LOFT LEASE
                     The Real Estate Board of New York, Inc.



Agreement  of  Lease,  made  as  of this 16th day of September in the year 2003,
between  G  & J LAKELAND REALTY CORP., a domestic corporation, having an address
at  1879  Lake1and  Avenue  Ronkonkoma, New York 11779, party of the first part,
hereinafter  referred to as OWNER, and SENTRY TECHNOLOGY CORPORATION, a domestic
corporation,  having  an  address  at  350 Wireless Blvd., Hauppauge,  NY  11788
party  of  the  second  part,  hereinafter  referred  to  as  TENANT,


Witnesseth:       Owner  hereby  leases  to  Tenant and Tenant hereby hires from
Owner  20,000  square foot building located at 1881 Lakeland Avenue, Ronkonkoma,
New  York  11779

For  the  term  of  THREE  (3)  YEARS

(or  until  such  term shall sooner cease and expire as hereinafter provided) to
commence  on  the  first  day  of  October  in  the year 2003, and to end on the
thirtieth  day  of  September  in the year 2006, and both dates inclusive, at an
annual  rental  rate  of

SEE  RENT  SCHEDULE  ANNEXED  HERETO  AND  MADE  A  PART  HEREOF

which  Tenant  agrees to pay in lawful money of the United States which shall be
legal  tender  in payment of all debts and dues, public and private, at the time
of  payment,  in  equal monthly installments in advance on the first day of each
month  during said term, at the office of Owner or such other place as Owner may
designate,  without any setoff or deduction whatsoever, except that Tenant shall
pay the first  monthly installment(s) on the execution hereof (unless this lease
be  a  renewal).

In the event that, at the commencement of the term of this lease, or thereafter,
Tenant shall be in default in the payment of rent to Owner pursuant to the terms
of  another  lease with Owner or with Owner's predecessor in interest, Owner may
at Owner's option and without notice to Tenant add the amount of such arrears to
any monthly installment of rent payable hereunder, and the same shall be payable
to  Owner  as  additional  rent.

The  parties  hereto,  for  themselves,  their  heirs,  distributees, executors,
administrators,  legal  representatives, successors and assigns, hereby covenant
as  follows:

Rent:          1.  Tenant  shall  pay  the  rent  as  above  and  as hereinafter
provided.

Occupancy:     2.  Tenant shall use and occupy the demised premises for   0ffice
and  warehouse  only  provided such use is in accordance with the certificate of
occupancy  for  the  building,  if  any,  and  for  no  other  purpose.

Alterations:     3.  Tenant  shall make no changes in or to the demised premises
of  any  nature  without  Owner's  prior  written  consent. Subject to the prior
written  consent  of  Owner,  and  to the provisions of this article, Tenant, at
Tenant's expense, may make alterations, installations, additions or improvements
which  are  non-structural  and which do not affect utility services or plumbing
and  electrical  lines,  in  or  to  the interior of the demised premises, using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
at  its  expense,  before  making  any  alterations, additions, installations or
improvements  obtain  all  permits,  approvals  and certificates required by any
governmental  or quasi-governmental bodies and (upon completion) certificates of
final  approval  thereof,  and  shall  deliver  promptly  duplicates of all such
permits,  approvals  and certificates to Owner. Tenant agrees to carry, and will
cause  Tenant's  contractors  and  sub-contractors  to  carry,  such  worker's
compensation, general liability, personal and property damage insurance as Owner
may  require.  If  any mechanic's lien is filed against the demised premises, or
the  building of which the same forms a part, for work claimed to have been done
for,  or  materials  furnished  to, Tenant, whether or not done pursuant to this
article,  the  same  shall  be  discharged  by  Tenant  within  thirty (30) days
thereafter,  at  Tenant's  expense,  by payment or filing a bond as permitted by
law. All fixtures and all paneling, partitions, railings and like installations,
installed  in  the demised premises at any time, either by Tenant or by Owner on
Tenant's  behalf,  shall,  upon  installation,  become the property of Owner and
shall  remain upon and be surrendered with the demised premises unless Owner, by
notice  to  Tenant no later than twenty (20) days prior to the date fixed as the
termination  of  this  lease,  elects to relinquish Owner's right thereto and to
have  them  removed by Tenant, in which event the same shall be removed from the
demised  premises  by  Tenant  prior to the expiration of the lease, at Tenant's
expense.  Nothing  in this article shall be construed to give Owner title to, or
to  prevent  Tenant's  removal of, trade fixtures, moveable office furniture and
equipment,  but  upon removal of same from the demised premises, or upon removal
of  other  installations  as may be required by Owner, Tenant shall immediately,
and  at  its  expense,  repair and restore the demised premises to the condition
existing  prior  to any such installations, and repair any damage to the demised
premises  or  the  building  due  to  such  removal.   All property permitted or
required to be removed by Tenant at the end of the term remaining in the demised
premises  after  Tenant's  removal  shall  be  deemed  abandoned and may, at the
election  of  Owner,  either be retained as Owner's property or removed from the
demised  premises  by  Owner,  at  Tenant's  expense.

Repairs:          4.  Owner  shall  maintain  and repair the exterior of and the
public  portions  of  the  building.  Tenant  shall, throughout the term of this
lease,  take  good  care  of  the  demised  premises including the bathrooms and
lavatory  facilities  (if the demised premises encompass the entire floor of the
building),  the  windows  and  window frames, and the fixtures and appurtenances
therein, and at Tenant's sole cost and expense promptly make all repairs thereto
and  to the building, whether structural or non-structural in nature, caused by,
or  resulting  from,  the carelessness, omission, neglect or improper conduct of
Tenant, Tenant's servants, employees, invitees, or licensees, and whether or not
arising  from Tenant's conduct or omission, when required by other provisions of
this  lease,  including  Article  6.  Tenant shall also repair all damage to the
building  and  the  demised  premises caused by the moving of Tenant's fixtures,
furniture  or equipment.  All the aforesaid repairs shall be of quality or class
equal  to  the  original  work or construction.  If Tenant fails, after ten (10)
days  notice,  to proceed with due diligence to make repairs required to be made
by  Tenant,  the  same  may  be  made by Owner at the expense of Tenant, and the
expenses  thereof  incurred  by  Owner shall be collectible, as additional rent,
after rendition of a bill or statement therefore.  If the demised premises be or
become  infested with vermin, Tenant shall, at its expense, cause the same to be
exterminated.  Tenant  shall give Owner prompt notice of any defective condition
in  any  plumbing,  heating  system  or  electrical lines located in the demised
premises  and  following  such notice, Owner shall remedy the condition with due
diligence,  but  at the expense of Tenant, if repairs are necessitated by damage
or injury attributable to Tenant, Tenant's servants, agents, employees, invitees
or  licensees  as  aforesaid.  Except  as  specifically provided in Article 9 or
elsewhere  in this lease, there shall be no allowance to Tenant for a diminution
of  rental  value  and  no  liability  on  the  part  of  Owner  by  reason  of
inconvenience,  annoyance  or  injury  to business arising from Owner, Tenant or
others  making  or  failing  to  make  any  repairs,  alterations,  additions or
improvements in or to any portion of the building or the demised premises, or in
and  to  the  fixtures,  appurtenances or equipment thereof.  It is specifically
agreed  that  Tenant shall not be entitled to any setoff or reduction of rent by
reason of any failure of Owner to comply with the covenants of this or any other
article  of  this  lease. Tenant agrees that Tenant's sole remedy at law in such
instance  will  be  by way of an action for damages for breach of contract.  The
provisions  of  this  Article  4 with respect to the making of repairs shall not
apply  in  the  case  of  fire  or other casualty with regard to which Article 9
hereof  shall  apply.


Window  Cleaning:     5.  Tenant  will  not clean nor require, permit, suffer or
allow  any  window  in  the  demised premises to be cleaned from the outside in
violation of Section 202 of the New York State Labor Law or any other applicable
law,  or  of  the  Rules  of the Board of Standards and Appeals, or of any other
Board  or  body  having  or  asserting  jurisdiction.


Requirements  of  Law,  Fire  Insurance,  Floor  Loads:     6.  Prior  to  the
commencement  of  the  lease  term,  if Tenant is then in possession, and at all
times  thereafter,  Tenant  shall,  at Tenant's sole  cost and expense, promptly
comply  with  all  present and future laws, orders and regulations of all state,
federal,  municipal  and  local governments, departments, commissions and boards
and  any  direction of any public officer pursuant to law, and all orders, rules
and  regulations  of the New York Board of Fire Underwriters, Insurance Services
Office, or any similar body which shall impose any violation, order or duty upon
Owner or Tenant with respect to the demised premises, whether or not arising out
of  Tenant's  use or manner of use thereof, or, with respect to the building, if
arising  out  of  Tenant's  use  or manner of use of the demised premises of the
building  (including  the  use permitted under the lease). Except as provided in
Article  30  hereof,  nothing  herein  shall  require  Tenant to make structural
repairs  or  alterations  unless Tenant has, by its manner of use of the demised
premises  or  method  of  operation therein, violated any such laws, ordinances,
orders,  rules,  regulations  or requirements with respect thereto. Tenant shall
not do or permit any act or thing to be done in or to the demised premises which
is  contrary  to  law,  or  which  will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for the
benefit  of Owner. Tenant shall not keep anything in the demised premises except
as  now  or  hereafter  permitted  by  the  Fire  Department,  Board  of  Fire
Underwriters,  Fire  Insurance  Rating  Organization  and other authority having
jurisdiction,  and  then  only  in  such  manner  and such quantity so as not to
increase  the  rate  for  fire insurance applicable to the building, nor use the
demised  premises  in  a  manner  which will increase the insurance rate for the
building  or  any  property  located  therein  over  that in effect prior to the
commencement  of  Tenant's occupancy. If by reason of failure to comply with the
foregoing  the  fire  insurance rate shall, at the beginning of this lease or at
any  time  thereafter,  be  higher than it otherwise would be, then Tenant shall
reimburse  Owner,  as  additional  rent  hereunder, for that portion of all fire
insurance  premiums  thereafter  paid  by  Owner  which  shall have been charged
because of such failure by Tenant. In any action or proceeding wherein Owner and
Tenant  are parties, a schedule or "make-up" or rate for the building or demised
premises  issued  by  a  body  making  fire  insurance  rates applicable to said
premises  shall  be  conclusive  evidence of the facts therein stated and of the
several  items  and  charges in the fire insurance rates then applicable to said
premises.  Tenant  shall not place a load upon any floor of the demised premises
exceeding the floor load per square foot area which it was designed to carry and
which  is  allowed  by law. Owner reserves the right to prescribe the weight and
position  of  all  safes,  business  machines  and  mechanical  equipment.  Such
installations  shall be placed and maintained by Tenant, at Tenant's expense, in
settings  sufficient,  in  Owner's  judgment,  to absorb and prevent vibration,
noise  and  annoyance.

Subordination:  7.  This  lease  is  subject  and  subordinate  to all ground or
underlying  leases  and  to all mortgages which may now or hereafter affect such
leases or the real property of which the demised premises are a part, and to all
renewals, modifications, consolidations, replacements and extensions of any such
under-lying  leases  and  mortgages.  This clause shall be self-operative and no
further  instrument  of  subordination  shall  be  required  by  any  ground  or
underlying  lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant  shall  from time to time execute promptly any certificate that Owner may
request.


Tenant's  Liability  Insurance Property Loss, Damage, Indemnity:     8. Owner or
its agents shall not be liable for any damage to property of Tenant or of others
entrusted  to  employees  of  the  building,  nor for loss of, or damage to, any
property  of  Tenant  by  theft  or  otherwise,  nor for any injury or damage to
persons or property resulting from any cause of whatsoever nature, unless caused
by,  or  due to, the negligence     of Owner, its agents, servants or employees;
Owner  or  its agents shall not be liable for any damage caused by other tenants
or persons in, upon or about said building or caused by operations in connection
of  any private, public or quasi public work. If at any time any  windows of the
demised  premises are temporarily closed, darkened or bricked up (or permanently
closed,  darkened  or  bricked up, if required by law) for any reason whatsoever
including,  but  not limited to, Owner's own acts, Owner shall not be liable for
any  damage  Tenant may sustain thereby, and Tenant shall not be entitled to any
compensation  therefor  nor  abatement or diminution of rent, nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction. Tenant
shall  indemnify  and  save  harmless  Owner  against  and from all liabilities,
obligations,  damages,  penalties,  claims,  costs  and expenses for which Owner
shall  not  be  reimbursed  by  insurance, including reasonable attorney's fees,
paid, suffered or incurred as a result of any breach by Tenant, Tenant's agents,
contractors,  employees, invitees, or licensees, of any covenant or condition of
this  lease,  or  the  carelessness,  negligence  or improper conduct of Tenant,
Tenant's  agents,  contractors,  employees,  invitees  or  licensees.  Tenant's
liability  under  this lease extends to the acts and omissions of any subtenant,
and  any  agent,  contractor, employee, invitee or licensee of any subtenant. In
case  any  action  or  proceeding is brought against Owner by reason of any such
claim, Tenant, upon written notice from Owner, will, at Tenant's expense, resist
or  defend  such  action  or proceeding by counsel approved by Owner in writing,
such  approval  not  to  be  unreasonably  withheld.


Destruction,  Fire and Other Casualty:     9. (a) If the demised premises or any
part  thereof  shall  be  damaged  by  fire or other casualty, Tenant shall give
immediate  notice  thereof  to Owner and this lease shall continue in full force
and  effect  except  as  hereinafter  set forth. (b) If the demised premises are
partially  damaged or rendered partially unusable by fire or other casualty, the
damages thereto shall be repaired by, and at the expense of, Owner, and the rent
and  other  items  of  additional rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the  part  of  the demised premises which is usable. (c) If the demised premises
are  totally damaged or rendered wholly unusable by fire or other casualty, then
the  rent  and  other items of additional rent as hereinafter expressly provided
shall  be  proportionately  paid  up to the time of the casualty and thenceforth
shall  cease  until  the date when the demised premises shall have been repaired
and restored by Owner (or sooner reoccupied in part by Tenant then rent shall be
apportioned  as  provided  in subsection (b) above), subject to Owner's right to
elect  not  to  restore  the  same  as  hereinafter provided. (d) If the demised
premises  are  rendered  wholly unusable or (whether or not the demised premises
are  damaged in whole or in part) if the building shall be so damaged that Owner
shall decide to demolish it or to rebuild it, then, in any of such events, Owner
may  elect  to  terminate  this  lease by written notice to Tenant, given within
ninety  (90)  days  after  such  fire  or  casualty,  or  thirty (30) days after
adjustment  of  the  insurance  claim  for  such  fire or casualty, whichever is
sooner,  specifying a date for the expiration of the lease, which date shall not
be  more than sixty (60) days after the giving of such notice, and upon the date
specified  in  such  notice  the  term  of  this lease shall expire as fully and
completely  as if such date were the date set forth above for the termination of
this  lease,  and  Tenant shall forthwith quit, surrender and vacate the demised
premises  without  prejudice  however,  to  Owner's  rights and remedies against
Tenant  under  the lease provisions in effect prior to such termination, and any
rent  owing  shall  be  paid  up  to such date, and any payments of rent made by
Tenant  which  were  on  account  of any period subsequent to such date shall be
returned  to  Tenant.  Unless Owner shall serve a termination notice as provided
for  herein,  Owner shall make the repairs and restorations under the conditions
of  (b) and (c) hereof, with all reasonable expedition, subject to delays due to
adjustment  of  insurance  claims,  labor  troubles  and  causes  beyond Owner's
control.  After  any  such  casualty,  Tenant  shall  cooperate  with  Owner's
restoration  by  removing  from  the  demised premises as promptly as reasonably
possible,  all  of  Tenant's  salvageable  inventory  and  movable  equipment,
furniture, and other property. Tenant's liability for rent shall resume five (5)
days after written notice from Owner that the demised premises are substantially
ready  for  Tenant's  occupancy. (e) Nothing contained hereinabove shall relieve
Tenant  from  liability  that may exist as a result of damage from fire or other
casualty. Notwithstanding the foregoing, including Owner's obligation to restore
under  subparagraph  (b)  above, each party shall look first to any insurance in
its  favor before making any claim against the other party for recovery for loss
or  damage  resulting  from  fire or other casualty, and to the extent that such
insurance is in force and collectible, and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery with respect to
subparagraphs  (1,),  (d)  and  (e) above, against the other or any one claiming
through  or  under  each of them by way of subrogation or otherwise. The release
and  waiver  herein referred to shall be deemed to include any loss or damage to
the demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein. The foregoing release and waiver shall be
in  force  only if both releasors' insurance policies contain a clause providing
that such a release or waiver shall not invalidate the insurance. If, and to the
extent,  that  such  waiver  can  be  obtained only by the payment of additional
premiums,  then  the  party  benefiting  from  the waiver shall pay such premium
within ten (10) days after written demand or shall be deemed to have agreed that
the  party  obtaining insurance coverage shall be free of any further obligation
under  the  provisions  hereof  with  respect  to  waiver of subrogation. Tenant
acknowledges  that  Owner  will not carry insurance on Tenant's furniture and/or
furnishings  or  any  fixtures  or  equipment,  improvements,  or  appurtenances
removable  by  Tenant, and agrees that Owner will not be obligated to repair any
damage  thereto  or replace the same: (I) Tenant hereby waives the provisions of
Section  227  of  the  Real  Property Law and agrees that the provisions of this
article  shall  govern  and  control  in  lieu  thereof.

Eminent     Domain:     10.  If  the  whole  or any part of the demised premises
shall  be acquired or condemned by Eminent Domain for any public or quasi public
use  or  purpose, then and in that event, the term of this lease shall cease and
terminate  from  the  date  of title vesting in such proceeding and Tenant shall
have  no  claim  for the value of any unexpired term of said lease. Tenant shall
have  the right to make an independent claim to the condemning authority for the
value  of  Tenant's  moving  expenses  and personal property, trade fixtures and
equipment,  provided  Tenant  is  entitled pursuant to the terms of the lease to
remove  such  property, trade fixtures and equipment at the end of the term, and
provided  further  such  claim  does  not  reduce  Owner's  award.


Assignment, Mortgage, Etc.:     11. Tenant, for itself, its heirs, distributees,
executors,  administrators,  legal   representatives,  successors  and  assigns,
expressly  covenants  that  it  shall  not  assign,  mortgage  or  encumber this
agreement,  nor  underlet,  or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance.  Transfer  of  the  majority of the stock of a corporate Tenant or the
majority  partnership  interest  of  a  partnership  Tenant  shall  be deemed an
assignment.  If  this  lease be assigned, or if the demised premises or any part
thereof  be  underlet or occupied by anybody other than Tenant, Owner may, after
default  by Tenant, collect rent from the assignee, undertenant or occupant, and
apply  the  net  amount  collected  to  the  rent  herein  reserved, but no such
assignment,  underletting,  occupancy  or collection shall be deemed a waiver of
this  covenant,  or  the  acceptance of the assignee, undertenant or occupant as
tenant,  or  a  release  of  Tenant  from  the  further performance by Tenant of
covenants  on  the  part  of Tenant herein contained. The consent by Owner to an
assignment  or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or  underletting.

Electric Current:          12. Rates and conditions in respect to submetering or
rent  inclusion,  as  the  case  may  be,  to be added in RIDER attached hereto.
Tenant  covenants and agrees that at all times its use of electric current shall
not  exceed  the  capacity  of existing feeders to the building or the risers or
wiring  installation,  and Tenant may not use any electrical equipment which, in
Owner's  opinion,  reasonably  exercised,  will  overload  such installations or
interfere  with  the use thereof by other tenants of the building. The change at
any time of the character of electric service shall in no wise make Owner liable
or  responsible  to  Tenant,  for any loss, damages or expenses which Tenant may
sustain.

Access  to  Premises:     13.  Owner or Owner's agents shall have the right (but
shall  not  be  obligated) to enter the demised     premises in any emergency at
any  time,  and, at other reasonable times, to examine the same and to make such
repairs,  replacements  and  improvements  as  Owner  may  deem  necessary  and
reasonably desirable to any portion of the building, or which Owner may elect to
perform  in  the  demised  premises  after  Tenant's failure to make repairs, or
perform  any  work which Tenant is obligated to perform under this lease, or for
the  purpose  of  complying  with  laws,  regulations  and  other  directions of
governmental authorities. Tenant shall permit Owner to use, maintain and replace
pipes  and  conduits in and through the demised premises, and to erect new pipes
and  conduits  therein  provided,  wherever  possible,  they are within walls or
otherwise  concealed.  Owner may, during the progress of any work in the demised
premises,  take all necessary materials and equipment into said premises without
the same constituting an eviction, nor shall Tenant be entitled to any abatement
of  rent while such work is in progress, nor to any damages by reason of loss or
interruption  of  business  or otherwise. Throughout the term hereof Owner shall
have the right to enter the demised premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and
during  the  last six (6) months of the term for the purpose of showing the same
to  prospective  tenants, and may, during said six (6) months period, place upon
the  demised  premises  the  usual notices "To Let" and "For Sale" which notices
Tenant  shall  permit  to  remain  thereon without molestation. If Tenant is not
present  to open and permit an entry into the demised premises, Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master  key  or forcibly, and provided reasonable care is exercised to safeguard
Tenant's  property,  such  entry  shall  not  render  Owner or its agents liable
therefor,  nor  in  any  event  shall  the  obligations  of  Tenant hereunder be
affected.  If during the last month of the term Tenant shall have removed all or
substantially  all  of Tenant's property therefrom, Owner may immediately enter,
alter,  renovate  or  redecorate  the  demised  premises  without  limitation or
abatement  of  rent,  or incurring liability to Tenant for any compensation, and
such  act  shall  have no effect on this lease or Tenant's obligation hereunder.

Vault,  Vault  Space, Area:          14. No vaults, vault space or area, whether
or  not  Vault  Space,  enclosed or covered, not within the property line of the
building  is leased hereunder, anything contained in or indicated on any sketch,
blue  print  or  plan,  or  anything  contained  elsewhere  in this lease to the
contrary  notwithstanding.  Owner  makes no representation as to the location of
the  property  line  of  the  building.  All vaults and vault space and all such
areas  not  within  the  property  line  of  the  building,  which Tenant may be
permitted  to use and/or occupy, is to be used and/or occupied under a revocable
license,  and  if any such license be revoked, or if the amount of such space or
area  be  diminished or required by any federal, state or municipal authority or
public utility, Owner shall not be subject to any liability, nor shall Tenant be
entitled  to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual eviction.
Any  tax, fee or charge of municipal authorities for such vault or area shall be
paid by Tenant, if used by Tenant, whether or not specifically leased hereunder.

Occupancy:     15.  Tenant  will  not  at  any  time  use  or occupy the demised
premises in violation of the certificate of occupancy issued for the building of
which the demised premises are a part. Tenant has inspected the demised premises
and  accepts  them  as  is, subject to the riders annexed hereto with respect to
Owner's  work,  if  any.  In  any event, Owner makes no representation as to the
condition  of  the demised premises and Tenant agrees to accept the same subject
to  violations,  whether or not of record. If any governmental license or permit
shall be required for the proper and lawful conduct of Tenant's business, Tenant
shall  be  responsible  for,  and  shall  procure  and maintain, such license or
permit.

Bankruptcy:     16.  (a)  Anything  elsewhere  in  this  lease  to  the contrary
notwithstanding,  this  lease  may be cancelled by Owner by sending of a written
notice to Tenant within a reasonable time after the happening of any one or more
of  the  following events: (1) the commencement of a case in bankruptcy or under
the  laws  of any state naming Tenant as the debtor; or (2) the making by Tenant
of an assignment or any other arrangement for the benefit of creditors under any
state  statute.  Neither Tenant nor any person claiming through or under Tenant,
or  by  reason of any statute or order of court, shall thereafter be entitled to
possession  of  the premises demised, but shall forthwith quit and surrender the
demised  premises. If this lease shall be assigned in accordance with its terms,
the  provisions  of  this  Article 16 shall be applicable only to the party then
owning  Tenant's  interest  in  this  lease.

                 (b)  It  is  stipulated  and  agreed  that  in the event of the
termination  of  this  lease  pursuant  to  (a)  hereof,  Owner shall forthwith,
notwithstanding  any other provisions of this lease to the contrary, be entitled
to  recover  from  Tenant, as and for liquidated damages, an amount equal to the
difference  between  the  rental reserved hereunder for the unexpired portion of
the  term  demised  and  the  fair  and  reasonable  rental value of the demised
premises  for the same period. In the computation of such damages the difference
between  any  installment  of  rent  becoming  due  hereunder  after the date of
termination and the fair and reasonable rental value of the demised premises for
the  period  for  which  such installment was payable shall be discounted to the
date  of  termination at the rate of four percent (4%) per annum. If the demised
premises  or  any  part thereof be relet by Owner for the unexpired term of said
lease,  or  any  part  thereof,  before presentation of proof of such liquidated
damages  to  any court, commission or tribunal, the amount of rent reserved upon
such  reletting  shall  be deemed to be the fair and reasonable rental value for
the  part  or the whole of the demised premises so re-let during the term of the
re-letting.  Nothing  herein contained shall limit or prejudice the right of the
Owner  to  prove  for  and  obtain  as  liquidated  damages  by  reason  of such
termination,  an  amount  equal to the maximum allowed by any statute or rule of
law  in  effect  at  the tune when, and governing the proceedings in which, such
damages  are  to  be proved, whether or not such amount be greater, equal to, or
less  than  the  amount  of  the  difference  referred  to  above.


Default:          17.  (1) If Tenant defaults in fulfilling any of the covenants
of  this  lease  other  than the covenants for the payment of rent or additional
rent; or if the demised premises becomes vacant or deserted, or if this lease be
rejected  under  365  of  Title 11 of the U.S. Code (Bankruptcy Code); or if any
execution  or  attachment  shall  be  issued  against  Tenant  or 'w of Tenant's
property  whereupon  the  demised premises shall be taken or occupied by someone
other  than  Tenant;  or if Tenant shall be in default with respect to any other
lease  between  Owner and Tenant; or if Tenant shall have failed, after five (5)
days  written  notice,  to  redeposit  with  Owner  any  portion of the security
deposited  hereunder  which  Owner  has  applied  to the payment of any rent and
additional  rent  due  and  payable hereunder or if Tenant fails to move into or
take  possession  of  the  demised  premises  within  thirty (30) days after the
commencement  of  the  term of this lease, of which fact Owner shall be the sole
judge;  then  in  any  one  or more of such events, upon Owner serving a written
fifteen  (15) days notice upon Tenant specifying the nature of said default, and
upon  the  expiration  of  said fifteen (15) days if Tenant shall have failed to
comply with or remedy such default or if the said default or omission complained
of  shall  be  of  a nature that the same cannot be completely cured or remedied
within  said  fifteen  (15)  thy  period and if Tenant shall not have diligently
commenced during such default within such fifteen (15) day period, and shall not
thereafter with reasonable diligence and in good faith proceed to remedy or cure
such  default,  then  Owner  may  serve  a  written  five  (5)  days  notice  of
cancellation of this lease upon Tenant, and upon the expiration of said five (5)
days  this  lease  and  the  term  thereunder  shall end and expire as fully and
completely  as if the expiration of such five (5) day period were the day herein
definitely  fixed for the end and expiration of this lease and the term thereof,
and  Tenant  shall  then  quit  and surrender the demised premises to Owner, but
Tenant  shall  remain  liable  as  hereinafter  provided.

               (2)     If  the notice provided for in (1) hereof shall have been
given,  and the term shall expire as aforesaid; or if Tenant shall be in default
in the payment of the rent reserved herein or any item of additional rent herein
mentioned,  or  any  part  of  either,  or  in  making  any other payment herein
required; then and in any of such events, Owner may upon 5 business days written
notice,  re-enter  the  demised  premises  either  by  force  or  otherwise, and
dispossess  Tenant  by  summary  proceedings  or  otherwise,  and  the  legal
representative  of  Tenant or other occupant of the demised premises, and remove
their  effects and hold the demised premises as if this lease had not been made,
and  Tenant  hereby  waives the service of notice of intention to re-enter or to
institute  legal proceedings to that end. If Tenant shall make default hereunder
prior  to the date fixed as the commencement of any renewal or extension of this
lease,  Owner  may  cancel  and terminate such renewal or extension agreement by
written  notice.

Remedies of Owner and Waiver of Redemption:     18. In case of any such default,
re-entry, expiration and/or dispossess by summary proceedings or other wise, (a)
the  rent, and additional rent, shall become due thereupon and be paid up to the
time  of  such  re-entry,  dispossess and/or expiration, (b) Owner may relet the
demised  premises  or  any part or parts thereof, either in the name of Owner or
otherwise,  for  a  term  or  terms, which may at Owner's option be less than or
exceed the period which would otherwise have constituted the balance of the term
of  this lease, and may grant concessions or free rent or charge a higher rental
than that in this lease, (c) Tenant or the legal representatives of Tenant shall
also pay to Owner as liquidated damages for the failure of Tenant to observe and
perform  said  Tenant's  covenants  herein contained, any deficiency between the
rent.  hereby reserved and or coy-enacted to be paid and the net amount, if any,
of  the  rents  collected  on  account  of the subsequent lease or leases of the
demised  premises  for  each  month  of  the  period  which would otherwise have
constituted  the  balance  of  the  term  of this lease. The failure of Owner to
re-let  the  demised  premises or any part or parts thereof shall not release or
affect  Tenant's  liability  for  damages.  In computing such liquidated damages
there  shall be added to the said deficiency such expenses as Owner may incur in
connection  with re-letting, such as legal expenses, reasonable attorneys' fees,
brokerage,  advertising,  and  for keeping the demised premises in good order or
for preparing the same for re-letting. Any such liquidated damages shall be paid
in  monthly  installments by Tenant on the rent day specified in this lease, and
any suit brought to collect the amount of the deficiency for any month shall not
prejudice  in  any  way  the  rights  of Owner to collect the deficiency for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in  good  order or preparing the same for re-rental may, at Owner's option, make
such  alterations,  repairs,  replacements,  and/or  decorations  in the demised
premises  as Owner, in Owner's sole judgment, considers advisable and necessary
for  the  purpose  of  re-letting  the  demised premises, and the making of such
alterations,  repairs,  replacements, and/or decorations shall not operate or be
construed  to  release Tenant from liability hereunder as aforesaid. Owner shall
in  no  event  be liable in any way whatsoever for failure to re-let the demised
premises,  or  in the event that the demised premises are re-let, for failure to
collect  the rent thereof under such re-letting, and in no event shall Tenant be
entitled  to  receive  any  excess, if any, of such net rents collected over the
sums  payable  by  Tenant  to  Owner  hereunder.  In  the  event  of a breach or
threatened  breach by Tenant of any of the covenants or provisions hereof, Owner
shall have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if re-entry, summary proceedings and other remedies were not
herein  provided  for. Mention in this lease of any particular remedy, shall not
preclude  Owner  from  any  other  remedy,  in  law  or in equity. Tenant hereby
expressly  waives  any  and  all  rights  of  redemption granted by or under any
present  or  future  laws.

Fees  and  Expenses:     19.  If  Tenant  shall  default  in  the  observance or
performance of any term or covenant on Tenant's part to be observed or performed
under,  or  by  virtue of, any of the terms or provisions in any article of this
lease,  after  notice  if  required, and upon expiration of the applicable grace
period,  if  any,  (except  in  an  emergency),  then, unless otherwise provided
elsewhere  in  this lease, Owner may immediately, or at any time thereafter, and
without  notice,  perform  the  obligation  of  Tenant  thereunder. If Owner, in
connection  with  the foregoing, or in connection with any default by- Tenant in
the  covenant  to  pay  rent  hereunder,  makes  any  expenditures or incurs any
obligations  for  the  payment of money, including but not limited to reasonable
attorneys'  fees,  in  instituting,  prosecuting  or  defending  any  action  or
proceeding,  and  prevails  in  any  such action or proceeding, then Tenant will
reimburse  Owner for such sums so paid or obligations incurred with interest and
costs.  The  foregoing  expenses incurred by reason of Tenant's default shall be
deemed  to  be  additional  rent  hereunder and shall be paid by Tenant to Owner
within  ten  (10) days of rendition of any bill or statement to Tenant therefor.
If  Tenant's  lease  term  shall  have  expired  at  the  time of making of such
expenditures  or  incurring of such obligations, such sums shall be -recoverable
by  Owner  as  damages.

Building Alterations and Management:     20. Owner shall have the right, at
any  time,  without  the  same  constituting  an  eviction and without incurring
liability  to  Tenant  therefor,  to  change  the arrangement and or location of
public  entrances,  passageways, doors, doorways, corridors, elevators, stairs,
toilets or other public parts of the building, and to change the name, number or
designation  by  which the building may be known. There shall be no allowance to
Tenant  for  diminution of rental value and no liability on the part of Owner by
reason  of  inconvenience, annoyance or injury to business arising from Owner or
other  Tenant  making  any  repairs  in  the  building  or any such alterations,
additions and improvements. Furthermore, Tenant shall not have any claim against
Owner by reason of Owner's imposition of any controls of the manner of access to
the  building  by  Tenant's  social  or  business  visitors,  as  Owner may deem
necessary,  for  the  security  of  the  building  and  its  occupants.



No  Representations by Owner:     21. Neither Owner nor Owner's agents have made
any  representations  or  promises with respect to the physical condition of the
building,  the  land  upon which it is erected, the demised premises, the rents,
leases, expenses of operation, or any other matter or thing affecting or related
to  the  demised premises or the building, except as herein expressly set forth,
and  no  rights,  easements or licenses are acquired by Tenant by implication or
otherwise  except as expressly set forth in the provisions of this lease. Tenant
has inspected the building and the demised premises and is thoroughly acquainted
with  their condition and agrees to take the same "as-is" on the date possession
is  tendered,  and  acknowledges  that  the  taking of possession of the demised
premises  by Tenant shall be conclusive evidence that the said premises, and the
building  of which the same form a part, were in good and satisfactory condition
at  the  time  such  possession  was  so taken, except as to latent defects. All
understandings  and  agreements  heretofore  made between the parties hereto are
merged  in  this  contract,  which  alone  fully  and  completely  expresses the
agreement  between  Owner and Tenant, and any executory agreement hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of it
in whole or in part, unless such executory agreement is in writing and signed by
the  party  against  whom  enforcement of the change, modification, discharge or
abandonment  is  sought.


End  of  Term:     22.   Upon the expiration or other termination of the term of
this  lease,  Tenant  shall  quit  and  surrender to Owner the demised premises,
"broom-clean"  in  good  order  and  condition,  ordinary wear and damages which
Tenant  is  not required to repair as provided elsewhere in this lease excepted,
and  Tenant  shall  remove  all its property from the demised premises. Tenant's
obligation  to  observe or perform this covenant shall survive the expiration or
other  termination  of this lease. If the last day of the term of this Lease, or
any  renewal  thereof,  falls  on Sunday, this lease shall expire at noon on the
preceding  Saturday, unless it be a legal holiday, in which case it shall expire
at  noon  on  the  preceding  business  day.


Quiet  Enjoyment:          23.  Owner covenants and agrees with Tenant that upon
Tenant  paying the rent and additional rent and observing and performing all the
terms,  covenants and conditions, on Tenant's part to be observed and performed,
Tenant  may  peaceably  and  quietly enjoy the premises hereby demised, subject,
nevertheless,  to  the  terms  and  conditions  of this lease including, but not
limited  to,  Article 34 hereof, and to the ground leases, underlying leases and
mortgages  hereinbefore  mentioned.


Failure  to  Give  Possession:     24.  If Owner is unable to give possession of
the  demised premises on the date of the commencement of the term hereof because
of  the  holding-over  or  retention of possession of any tenant, undertenant or
occupants,  or  if  the  demised  premises  are  located  in  a  building  being
constructed,  because  such building has not been sufficiently completed to make
the  premises  ready  for occupancy or because of the fact that a certificate of
occupancy has not been procured, or if Owner has not completed any work required
to be performed by Owner, or for any other reason, Owner shall not be subject to
any  liability  for  failure to give possession on said date and the validity of
the  lease shall not be impaired under such circumstances, nor shall the same be
construed  in  any  wise  to extend the term of this lease, but the rent payable
hereunder  shall  be  abated  (provided  Tenant  is  not responsible for Owner's
inability  to obtain possession or complete any work required) until after Owner
shall  have  given Tenant notice that Owner is able to deliver possession in the
condition  required  by  this  lease.  If permission is given to Tenant to enter
into  possession  of  the demised premises, or to occupy premises other than the
demised premises, prior to the date specified as the commencement of the term of
this  lease,  Tenant  covenants and agrees that such possession and/or occupancy
shall  be deemed to be under all the terms, covenants, conditions and provisions
of  this  lease, except the obligation to pay the fixed annual rent set forth in
page  one  of  this  lease.  The  provisions  of  this  article  are intended to
constitute  "an express provision to the contrary" within the meaning of Section
223-a  of  the  New  York  Real  Property  Law.

No  Waiver:  25.  The  failure  of Owner to seek redress for violation of, or to
insist  upon the strict performance of, any covenant or condition of this lease,
or  of any of the Rules or Regulations, set forth or hereafter adopted by Owner,
shall  not  prevent  a subsequent act, which would have originally constituted a
violation,  from  having  all the force and effect of an original violation. The
receipt  by  Owner  of rent with knowledge of the breach of any covenant of this
lease  shall  not  be  deemed  a waiver of such breach, and no provision of this
lease  shall  be  deemed  to  have been waived by Owner unless such waiver be in
writing  signed by Owner. No payment by Tenant, or receipt by Owner, of a lesser
amount  than the monthly rent herein stipulated shall be deemed to be other than
on  account  of  the  earliest  stipulated  rent,  nor  shall any endorsement or
statement  of  any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Owner may accept such check or payment
without prejudice to Owner's right to recover the balance of such rent or pursue
any other remedy in this lease provided. All checks tendered to Owner as and for
the  rent  of  the  demised premises shall be deemed payments for the account of
Tenant.  Acceptance  by Owner of rent from anyone other than Tenant shall not be
deemed  to  operate as an attornment to Owner by the payor of such rent, or as a
consent  by  Owner  to  an  assignment  or  subletting  by Tenant of the demised
premises to such payor, or as a modification of the provisions of this lease. No
act  or  thing  done  by  Owner or Owner's agents during the term hereby demised
shall  be deemed an acceptance of a surrender of said premises, and no agreement
to  accept  such  surrender shall be valid unless in writing signed by Owner. No
employee  of  Owner  or Owner's agent shall have any power to accept the keys of
said premises prior to the termination of the lease, and the delivery of keys to
any  such agent or employee shall not operate as a termination of the lease or a
surrender  of  the  demised  premises.


Waiver  of Trial by Jury:     26. It is mutually agreed by and between Owner and
Tenant that the respective parties hereto shall, and they hereby do, waive trial
by  jury  in  any  action,  proceeding  or counterclaim brought by either of the
parties hereto against the other (except for personal injury or property damage)
on  any  matters  whatsoever  arising  out  of or in any way connected with this
lease,  the  relationship  of  Owner and Tenant, Tenant's use of or occupancy of
demised  premises, and any emergency statutory or any other statutory remedy. It
is  further  mutually agreed that in the event Owner commences any proceeding or
action  for  possession,  including  a  summary proceeding for possession of the
demised premises, Tenant will not interpose any counterclaim, of whatever nature
or  description,  in any such proceeding, including a counterclaim under Article
4,  except  for  statutory  mandatory  counterclaims.

Inability  to  Perform:     27.  This  Lease and the obligation of Tenant to pay
rent  hereunder  and perform all of the other covenants and agreements hereunder
on  part  of  Tenant  to  be performed shall in no wise be affected, impaired or
excused  because  Owner  is  unable to fulfill any of its obligations under this
lease,  or  to  supply,  or  is  delayed  in supplying, any service expressly or
impliedly  to  be  supplied,  or is unable to make, or is delayed in making, any
repairs,  additions,  alterations or decorations, or is unable to supply,  or is
delayed  in  supplying,  any equipment, fixtures or other materials, if Owner is
prevented or delayed from doing so by reason of strike or labor troubles, or any
cause  whatsoever  beyond  Owner's  sole  control including, but not limited to,
government  preemption  or  restrictions,  or  by  reason  of any rule, order or
regulation of any department or subdivision thereof of any government agency, or
by  reason of the conditions which have been or are affected, either directly or
indirectly,  by  war  or  other  emergency.

Bills and Notices:          28. Except as otherwise in this lease provided,
a  bill statement, notice or communication which Owner may desire or be required
to  give  to  Tenant,  shall  be  deemed  sufficiently  given or rendered if, in
writing, delivered to Tenant personally, or sent by registered or certified mail
addressed  to  Tenant at the building of which the demised premises form a part,
or at the last known residence address or business address of Tenant, or left at
any of the aforesaid premises addressed to Tenant, and the time of the rendition
of  such  bill  or  statement  and of the giving of such notice or communication
shall  be deemed to be the time when the same is delivered to Tenant, mailed, or
left  at  the premises as herein provided. Any notice by Tenant to Owner must be
served  by  registered or certified mail addressed to Owner at the address first
hereinabove  given, or at such other address as Owner shall designate by written
notice.

Water  Charges:          29.  If Tenant requires, uses or consumes water for any
purpose in addition to ordinary lavatory purposes (of which fact Owner shall be
the  sole  judge)  Owner  may install a water meter and thereby measure Tenant's
water  consumption  for all purposes. Tenant shall pay Owner for the cost of the
meter  and  the  cost  of  the installation. Throughout the duration of Tenant's
occupancy,  Tenant  shall  keep  said  meter  and installation equipment in good
working  order  and repair at Tenant's own cost and expense. In the event Tenant
fails to maintain the meter and installation equipment in good working order and
repair  (of which fact Owner shall be the sole judge) Owner may cause such meter
and  equipment  to  be  replaced  or repaired, and collect the cost thereof from
Tenant  as additional rent. Tenant agrees to pay for water consumed, as shown on
said  meter  as and when bills are rendered, and in the event Tenant defaults in
the making of such payment, Owner may pay such charges and collect the same from
Tenant  as  additional  rent.  Tenant covenants and agrees to pay, as additional
rent,  the  sewer  rent,  charge  or  any  other  tax, rent or levy which now or
hereafter  is  assessed,  imposed  or  a  lien upon the demised premises, or the
realty  of  which they are a part, pursuant to any law, order or regulation made
or  issued  in  connection  with  the use, consumption, maintenance or supply of
water,  the  water  system  or  sewage  or  sewage  connection  or  system.
Independently  of,  and  in  addition  to, any of the remedies reserved to Owner
hereinabove or elsewhere in this lease, Owner may sue for and collect any monies
to  be  paid  by  Tenant,  or  paid by Owner, for any of the reasons or purposes
hereinabove  set  forth.

Sprinklers:     30.  Anything  elsewhere  in  this  lease  to  the  contrary
notwithstanding, if the New York Board of Fire Underwriters or the New York Fire
Insurance  Exchange  or any bureau, department or official of the federal, state
or  city government recommend or require the installation of a sprinkler system,
or  that  any changes, modifications, alterations, or additional sprinkler heads
or other equipment be made or supplied in an existing sprinkler system by reason
of  Tenant's  business,  the  location  of  partitions, trade fixtures, or other
contents  of  the  demised  premises,  or  for  any other reason, or if any such
sprinkler system installations, modifications, alterations, additional sprinkler
heads  or  other such equipment, become necessary to prevent the imposition of a
penalty  or charge against the full allowance for a sprinkler system in the fire
insurance  rate  set  by  said  Exchange or any other body making fire insurance
rates,  or  by  any  fire  insurance company, Tenant shall, at Tenant's expense,
promptly  make  such  sprinkler  system  installations,  changes, modifications,
alterations,  and  supply  additional  sprinkler  heads  or  other  equipment as
required,  whether  the  work  involved shall be structural or non-structural in
nature.  Tenant shall pay to Owner as additional rent the sum of $        on the
first  day  of  each month during the term of this lease, as Tenant's portion of
the  contract  price  for  sprinkler  supervisory  service.

Elevators,  Heat,  Cleaning:          31.  As  long  as Tenant is not in default
under  any  the  covenants  of  this  lease,  beyond the applicable grace period
provided in this lease for the curing of such defaults, Owner shall: (a) provide
necessary  passenger  elevator facilities on business days from 8 am. to 6 p.m.
and  on  Saturdays  from  8  a.m. to 1 p.m.;  (b) if freight elevator service is
provided,  same  shall be provided only on regular business days, Monday through
Friday inclusive, and on those days only between the hours of 9 a.m. and 12 noon
and  between  1  p.m.  and  5  p.m.;  (c) furnish heat, water and other services
supplied  by  Owner  to  the  demised  premises, when and as required by law, on
business  days  from 8 am. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (d)
clean  the  public  halls  and public portions of the building which are used in
common  by  all  tenants.  Tenant  shall,  at Tenant's expense, keep the demised
premises,  including  the  windows,  clean  and  in  order,  to  the  reasonable
satisfaction  of  Owner, and for that purpose shall employ person or persons, or
corporations approved by Owner. Tenant shall pay to Owner the cost of removal of
any  of  Tenant's refuse and rubbish from the building. Bills for the same shall
be rendered by Owner to Tenant at such time as Owner may elect, and shall be due
and  payable  hereunder, and the amount of such bills shall be deemed to be, and
be  paid  as  additional  rent.  Tenant  shall,  however,  have  the  option  of
independently  contracting  for  the  removal of such rubbish amid refuse in the
event  that  Tenant does not wish to have same done by employees of Owner. Under
such  circumstances,  however,  the removal of such refuse and rubbish by others
shall be subject to such rules and regulations as, in the judgment of Owner, are
necessary  for the proper operation of the building. Owner reserves the right to
stop  service  of  the  heating,  elevator,  plumbing and electric systems, when
necessary,  by  reason  of  accident  or emergency, or for repairs, alterations,
replacements  or  improvements,  which in the judgment of Owner are desirable or
necessary  to  be  made,  until  said  repairs,  alterations,  replacements  or
improvements  shall  have  been completed.  If the building of which the demised
premises  are  a  part  supplies  manually  operated elevator service, Owner may
proceed  diligently  with  alterations necessary to substitute automatic control
elevator  service  without  in  any  way  affecting  the  obligations  of Tenant
hereunder.

Security:     32.  Tenant  has  deposited  with  Owner  the sum of $11,666.67 as
security  for  the  faithful  performance and observance by Tenant of the terms,
provisions  and  conditions of this lease. It is agreed that in the event Tenant
defaults  in  respect  of  any  of  the terms, provisions and conditions of this
lease,  including,  but not limited to, the payment of rent and additional rent,
Owner  may  use,  apply  or  retain  the  whole  or  any part of the security so
deposited  to  the  extent  required  for the payment of any rent and additional
rent,  or  any  other sum as to which Tenant is in default, or for any sum which
Owner may expend, or may be required to expend, by reason of Tenant's default in
respect  of  any of the terms, covenants and conditions of this lease, including
but  not  limited to, any damages or deficiency in the re-letting of the demised
premises,  whether  such  damages  or deficiency accrued before or after summary
proceedings  or  other  re-entry by Owner.  In the event that Tenant shall fully
and  faithfully  comply  with  all  of  the  terms,  provisions,  covenants  and
conditions  of  this  lease,  the security shall be returned to Tenant after the
date  fixed  as the end of the lease, and after delivery of entire possession of
the  demised premises to Owner.  In the event of a sale of the land and building
or  leasing  of  the  building, of which the demised premises form a part, Owner
shall have the right to transfer the security to the vendee or lessee, and Owner
shall  thereupon be released by Tenant from all liability for the return of such
security;  and  Tenant  agrees to look to the new Owner solely for the return of
said  security, and it is agreed that the provisions hereof shall apply to every
transfer  or  assignment  made  of  the  security to a new Owner. Tenant further
covenants that it will not assign or encumber, or attempt to assign or encumber,
the  monies  deposited  herein  as  security,  and  that  neither  Owner nor its
successors  or  assigns  shall  be  bound  by  any such assignment, encumbrance,
attempted  assignment  or  attempted  encumbrance.

Captions:     33.  The Captions are inserted only as a matter of convenience and
for  reference,  and in no way define, limit or describe the scope of this lease
nor  the  intent  of  any  provision  thereof.

Definitions:     34. The term "Owner" as used in this lease means only the owner
of  the  fee or of the leasehold of the building, or the mortgagee in possession
for  the  time  being,  of the land and building (or the owner of a lease of the
building or of the land and building) of which the demised premises form a part,
so  that  in the event of any sale or sales of said land and building or of said
lease,  or in the event of a lease of said building, or of the land ad building,
the  said  Owner  shall  be  and  hereby  is  entirely freed and relieved of all
covenants  and  obligations  of  Owner  hereunder,  and  it  shall be deemed and
construed  without  further agreement between the parties or their successors in
interest,  or  between  the  parties and the purchaser, at any such sale, or the
said  lessee of the building, or of the land and building, that the purchaser or
the  lessee  of  the  building  has  assumed and agreed to carry out any and all
covenants  and  obligations  of  Owner  hereunder.  The  words  "re-enter"  and
"re-entry"  as  used  in  this lease are not restricted to their technical legal
meaning.  The  term  "rent" includes the annual rental rate whether so expressed
or expressed in monthly installments, and "additional rent."   "Additional rent"
means  all  sums  which  shall  be due to Owner from Tenant under this lease, in
addition  to  the  annual rental rate.  The term "business days" as used in this
lease,  shall  exclude  Saturdays, Sundays and all days observed by the State or
Federal  Government  as  legal holidays, and those designated as holidays by the
applicable  building  service  union  employees  service  contract,  or  by  the
applicable Operating Engineers contract with respect to HVAC service.   Wherever
it  is  expressly provided in this lease that consent shall riot be unreasonably
withheld,  such  consent  shall  not  be  unreasonably  delayed.

Adjacent  Excavation-Shoring:     35.  If  an excavation shall be made upon land
adjacent  to  the  demised  premises, or shall be authorized to be made, Tenant
shall  afford  to  the  person causing or authorized to cause such excavation, a
license to enter upon the demised premises for the purpose of doing such work as
said  person shall deem necessary to preserve the wall or the building, of which
demised  premises form a part, from injury or damage, and to support the same by
proper foundations, without any claim for damages or indemnity against Owner, or
diminution  or  abatement  of  rent.

Rules  and Regulations:     36. Tenant and Tenant's servants, employees, agents,
visitors,  and licensees shall observe faithfully, and comply strictly with, the
Rules  and  Regulations  annexed  hereto  and such other and further reasonable
Rules  and  Regulations  as Owner or Owner's agents may from time to time adopt.
Notice  of  any additional Rules or Regulations shall be given in such manner as
Owner  may  elect.  In case Tenant disputes the reasonableness of any additional
Rules  or  Regulations hereafter made or adopted by Owner or Owner's agents, the
parties  hereto agree to submit the question of the reasonableness of such Rules
or  Regulations  for decision to the New York office of the American Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The  right  to  dispute  the  reasonableness of any additional Rules or
Regulations  upon  Tenant's part shall be deemed waived unless the same shall be
asserted  by  service  of  a notice, in writing, upon Owner, within fifteen (15)
days after the giving of notice thereof.   Nothing in this lease contained shall
be  construed  to  impose upon Owner any duty or obligation to enforce the Rules
and Regulations or terms, covenants or conditions in any other lease, as against
any  other  tenant, and Owner shall not be liable to Tenant for violation of the
same  by  any  other  tenant,  its  servants,  employees,  agents,  visitors  or
licensees.

Glass:  37. Owner shall replace, at the expense of Tenant, any and all plate and
other glass damaged or broken from any cause whatsoever in and about the demised
premises. Owner may insure, and keep insured, at Tenant's expense, all plate and
other  glass in the demised premises for and in the name of Owner. Bills for the
premiums  therefor  shall  be rendered by Owner to Tenant at such times as Owner
may  elect, and shall be due from, and payable by, Tenant when rendered, and the
amount  thereof  shall  be  deemed  to  be,  and  be  paid  as, additional rent.

Estoppel  Certificate:     38.  Tenant, at any time, and from time to time, upon
at  least  ten  (10)  days prior notice by Owner, shall execute, acknowledge and
deliver  to  Owner, and/or to any other person, firm or corporation specified by
Owner,  a  statement  certifying that this lease is unmodified and in full force
and effect (or, if there have been modifications, that the same is in full force
and  effect  as  modified  and  stating the modifications), stating the dates to
which  the  rent  and additional rent have been paid, and stating whether or not
there  exists any default by Owner under this lease, and, if so, specifying each
such  default.

Directory  Board Listing:        39. If, at the request of, and as accommodation
to,  Tenant,  Owner  shall  place  upon  the directory board in the lobby of the
building,  one  or  more  names  of  persons or entities other than Tenant, such
directory  board  listing  shall  not be construed as the consent by Owner to an
assignment  or  subletting  by  Tenant  to  such  persons  or  entities.

Successors  and  Assigns:       40.  The  covenants,  conditions  and agreements
contained  in this lease shall bind and inure to the benefit of Owner and Tenant
and  their  respective  heirs,  distributees,     executors,  administrators,
successors,  and  except  as  otherwise  provided  in this lease, their assigns.
Tenant  shall  look only to Owner's estate and interest in the land and building
for the satisfactions of Tenant's remedies for the collection of a judgement (or
other  judicial  process)  against  Owner  in  the event of any default by Owner
hereunder,  and  no  other  property  or  assets  of such Owner (or any partner,
member, officer or director thereof, disclosed or undisclosed), shall be subject
to  levy,  execution  or  other  enforcement  procedure  for the satisfaction of
Tenant's  remedies  under,  or  with respect to, this lease, the relationship of
Owner  and  Tenant  hereunder,  or  Tenant's  use  and  occupancy of the demised
premises.


In  Witness  Whereof,  Owner and Tenant have respectively signed and sealed this
lease  as  of  the  day  and  year  first
above  written.


Witness     for  Owner:                    G&J  Lakeland  Realty  Corp.

/s/ Paula B. Steuerman
-------------------------------           By:  /s/ Glenn Steuerman Pres.
                                               ----------------------------
                                                   Glenn Steuerman


Witness  for  Tenant:                    Sentry  Technology  Corporation


/s/                                      By:   /s/ Peter J. Muncy, VP-CFO
-------------------------------               ------------------------------
                                                   Peter  J.  Mundy


ACKNOWLEDGEMENT
STATE  OF  NEW  YORK,
                     ss.:
COUNTY  OF  SUFFOLK

     On the 8th day of September in the year 2003, before me, the undersigned, a
Notary  Public  in  and  for  said  State,  personally  appeared Peter J. Mundy,
personally  known to me or proved to me on the basis of satisfactory evidence to
be  the individual(s) whose name(s) is (are) subscribed to the within instrument
and  acknowledged  to  me  that  he/she/they  executed the same in his/her/their
capacity(ies),  and  that  by  his/her/their signature(s) on the instrument, the
individual(s),  or  the  person  upon  behalf  of which the individual(s) acted,
executed  the  instrument.

                                          /s/ Elizabeth A. Heyder
                                      -----------------------------------
                                             NOTARY  PUBLIC

ELIZABETH  A.  HEYDER
Notary  Public,  State  of  New  York
No.  01  HE5063405
Qualified  in  Suffolk  County
Commission  Expires  July  22,  2006


<PAGE>









IMPORTANT  -  PLEASE  READ
RULES  AND  REGULATIONS  ATTACHED  TO
AND  MADE  A  PART  OF  THIS  LEASE  IN  ACCORDANCE
WITH  ARTICLE  36.

1.     The  sidewalks,  entrances,  driveways,  passages,  courts,  elevators,
vestibules,  stairways,  corridors  'or  halls  shall  not  be  obstructed  or
encumbered  by  Tenant or used for any purpose other than for ingress or egress
from  the  demised  premises  and for delivery of merchandise and equipment in a
prompt and efficient manner, using elevators and passageways designated for such
delivery  by  Owner. There shall not be used in any space, or in the public hail
of  the  building,  either by Tenant or by jobbers or others in. the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and  sideguards.  If  said  premises  are  situated  on  the ground floor of the
building,  Tenant shall further, at Tenant's expense, keep the sidewalk and curb
in  front  of  said  premises  clean  and free from ice, snow, dirt and rubbish.

2.     The  water  and  wash closets and plumbing fixtures shall not be used for
any  purposes  other than those for which they were designed or constructed, and
no  sweepings,  rubbish,  rags,  acids  or  other  substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from the
violation  of  this  rule  shall  be  borne  by Tenant, whether or not caused by
Tenant,  its  clerks,  agents,  employees  or  visitors.

3.     No  carpet,  rug  or  other  article shall be hung or shaken out of any
window  of  the  building;  and Tenant shall not sweep or throw, or permit to be
swept  or  thrown,  from the demised premises, any dirt or other substances into
any  of  the  corridors  of halls, elevators, or out of the doors. or windows or
stairways  of the building, and Tenant shall not use, keep, or permit to be used
or kept, any foul or noxious gas or substance in the demised premises, or permit
or  suffer  the demised premises to be occupied or used in a manner offensive or
objectionable  to  Owner or other occupants of the buildings by reason of noise,
odors,  and  or vibrations, or interfere in any way, with other tenants or those
having  business  therein,  nor  shall any bicycles, vehicles, animals, fish, or
birds  be  kept  in or about the building. Smoking or carrying lighted cigars or
cigarettes  in  the  elevators  of  the  building  is  prohibited.


4.     No awnings or other projections shall be attached to the outside walls of
the  building  without  the  prior  written  consent  of  Owner.

5.     No  sign,  advertisement,  notice  or other lettering shall be exhibited,
inscribed,  painted  or  affixed  by  Tenant  on  any part of the outside of the
demised  premises  or  the building, or on the inside of the demised premises if
the  same is visible from the outside of the demised premises, without the prior
written  consent  of  Owner,  except  that  the name of Tenant may appear on the
entrance  door  of  the  demised  premises. In the event of the violation of the
foregoing by Tenant, Owner may remove same without any liability, and may charge
the  expense  incurred  by  such  removal to Tenant. Interior signs on doors and
directory  tablet  shall be inscribed, painted or affixed for Tenant by Owner at
the  expense  of  Tenant,  and shall be of a size, color and style acceptable to
Owner.

6.     Tenant  shall  not mark, paint, drill into, or in any way deface any part
of  the  demised  premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with tine prior written
consent  of  Owner,  and  as Owner may direct. Tenant shall not lay linoleum, or
other similar floor covering, so that the same shall come in direct contact with
the  floor  of  the  demised  premises,  and, if linoleum or other similar floor
covering is desired to be used, an interlining of builder's deadening felt shall
be  first  affixed to the floor, by a paste or other material, soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.


7.     No  additional locks or bolts of any kind shall be placed upon any of the
doors  or  windows by Tenant, nor shall any changes be made in existing locks or
mechanism  thereof. Tenant must, upon the termination of his tenancy, restore to
Owner  all  keys  of  stores,  offices and toilet rooms, either furnished to, or
otherwise  procured  by,  Tenant,  and  in the event of the loss of any keys, so
furnished,  Tenant  shall  pay  to  Owner  the  cost  thereof.

8.     Freight,  furniture,  business equipment, merchandise and bulky matter of
any description shall be delivered to and removed from the demised premises only
on  the  freight  elevators and through the service entrances and corridors, and
only during hours, and in a manner approved by Owner.   Owner reserves the right
to  inspect all freight to be brought into the building, and to exclude from the
building  all  freight  which violates any of these Rules and Regulations of the
lease,  of  which  these  Rules  and  Regulations  are  a  part.

9.     Tenant  shall  not obtain for use upon the demised premises ice, drinking
water,  towel  and  other similar services, or accept barbering or boot blacking
services  in  the demised premises, except from persons authorized by Owner, and
at  hours  and  under  regulations  fixed  by  Owner. Canvassing, soliciting and
peddling in the building is prohibited and Tenant shall cooperate to prevent the
same.

10.     Owner reserves the right to exclude from the building all persons who do
not present a pass to the building signed by Owner. Owner will furnish passes to
persons  for  whom  any  Tenant  requests  same  in  writing.  Tenant  shall  be
responsible for all persons for whom it requests such pass,  and shall be liable
to  Owner  for  all acts of such persons.   Notwithstanding the foregoing, Owner
shall  not  be  required to allow Tenant or any person to enter or remain in the
building,  except on business days from 8:00 am. to 6:00 , p.m. and on Saturdays
from  8:00  am.  to  1:00  p.m.  Tenant  shall not have a claim against Owner by
reason of Owner excluding from the building any person who does not present such
pass.

11.     Owner  shall  have the right to prohibit any advertising by Tenant which
in  Owner's  opinion,  tends  to  impair  the  reputation of the building or its
desirability  as  a  loft  building,  and upon written notice from Owner, Tenant
shall  refrain  from  or  discontinue  such  advertising.

12.     Tenant  shall  not  bring, or permit to be brought or kept, in or on the
demised  premises,  any inflammable, combustible, explosive, or hazardous fluid,
material,  chemical  or  substance,  or  cause or permit any odors of cooking or
other processes, or any unusual or other objectionable odors, to permeate in, or
emanate  from,  the  demised  premises.

13.     Tenant  shall not use the demised premises in a manner which disturbs or
interferes  with  other  tenants  in  the  beneficial  use  of  their  premises.

14.     Refuse  and  Trash.  (1)  Compliance  by  Tenant.  Tenant  covenants and
agrees,  at  its  sole  cost  and expense, to comply with all present and future
laws,  orders,  and  regulations,  of  all  state, federal, municipal, and local
governments,  departments,  commissions  and  boards  regarding  the collection,
sorting,  separation and recycling of waste products, garbage, refuse and trash.
Tenant  shall  sort  and separate such waste products, garbage, refuse and trash
into  such  categories  as  provided  by law. Each separately sorted category of
waste  products,  garbage,  refuse  and  trash  shall  be  placed  in  separate
receptacles  reasonably  approved by Owner. Tenant shall remove, or cause to be
removed  by  a  contractor acceptable to Owner, at Owner's sole discretion, such
items  as  Owner  may  expressly  designate.  (2)  Owner's  Rights  in  Event of
Noncompliance.  Owner  has the option to refuse to collect or accept from Tenant
waste products, garbage, refuse or trash (a) that is not separated and sorted as
required  by  law  or  (b)  which  consists of such items as Owner may expressly
designate  for  Tenant's  removal,  and  to  require  Tenant to arrange for such
collection  at  Tenant's  sole  cost  and  expense,  utilizing  a  contractor
satisfactory  to Owner.  Tenant shall pay all costs, expenses, fines, penalties,
or  damages that may be imposed on Owner or Tenant by reason of Tenant's failure
to  comply  with  the provisions of this Building Rule 15, and, at Tenant's sole
cost  and  expense,  shall  indemnity, defend and hold Owner harmless (including
reasonable  legal  fees  and  expenses) from and against any actions, claims and
suits arising from such noncompliance, utilizing counsel reasonably satisfactory
to  Owner.




Address:        1881  Lakeland  Avenue
                Ronkonkoma,  N.Y.  11779

Premises

G  &  J  Lakeland  Realty  Corp.  to  Sentry  Technology  Corporation

Standard  Form  of  Loft  Lease;  The  Real  Estate  Board  of  New  York,  Inc.

Dated   in  the  year  2003

Rent  Per  Year  $140,000.00

Rent  Per  Month  $11,666.67

Term     Three  (3)  years
From  October  1,  2003  to  September  30,  2006



<PAGE>



               RIDER  TO  LEASE  DATED                ,  2003
               BETWEEN  G  &  J  LAKELAND  REALTY
               CORP.,  AS  OWNER  AND  SENTRY  TECHNOLOGY
               CORPORATION,  AS  TENANT


41.     The  Tenant  agrees  that it will at its own cost and expense obtain and
maintain  liability  insurance protecting Tenant as well as the Landlord against
injury  or  damage to third persons or property, which injury or damage shall be
incurred  upon the premises demised to the Tenant herein, and that the limits of
such  liability  insurance  shall be $3,000,000.00 combined primary and umbrella
coverage  single  limit for injury to person and damage to property.  The Tenant
shall  furnish  the  Landlord with a policy of insurance protecting the Landlord
against  such  liability.  Should  the  Tenant  fail to so obtain such liability
insurance, the Landlord may, at its option, purchase and maintain such liability
insurance  policy  and  charge the cost thereof to the Tenant as additional rent
due  and  payable  on the first day of the month next succeeding the purchase of
such  insurance.  The Tenant shall maintain insurance covering damage to its own
personal  property  situated  upon  the  premises,  as  well  as damage to third
persons,  and  will under any circumstances, hold the Landlord harmless and free
from  any  claim  for  damage  to  supplies,  equipment, or other goods upon the
premises.

42.     All  of  the  insurance  policies  provided  for  in this lease shall be
delivered  to the Landlord within fifteen (15) days prior to the commencement of
the term of this agreement.  Upon the failure of the Tenant to so deposit any of
said  policies,  the Landlord shall have the privilege to procure said insurance
on  its  own application therefor, and the amount of the premium, if paid by the
Landlord,  shall be due and payable with the rent installment next due and shall
be  considered  as additional rent reserved hereunder, collectible with the same
remedies  as  if originally reserved as rent hereunder.  If any of the insurance
policies  required  to  be  obtained  by the Tenant shall be cancelled and a new
policy  not  delivered to the Landlord prior to the cancellation date with proof
of  payment  of  the  premium therefor, or if the Tenant shall fail to deliver a
renewal  policy no later than twenty (20) days prior to the expiration of any of
the existing insurance policies, Landlord, on twenty (20) days written notice to
the  Tenant,  may  procure  such  policies  and pay the premium therefor and any
amount  so  paid by the Landlord with interest thereon at the maximum legal rate
from  the  date  of any such payment, shall become due and payable as additional
rent  hereunder,  together  with  the next installment of rent.  All policies of
insurance  required  hereunder  for  the  benefit of the Landlord shall name the
Landlord  as  the  insured  or  additional  insured  and  shall  provide  that
cancellation shall not become effective unless the Landlord is given thirty (30)
days  written  notice  of  cancellation.

43.     The  Landlord  shall  not  be  liable for any failure of water supply or
electric  current or of any service by any utility, nor for any injury or damage
to  person (including death) or property caused by or resulting from steam, gas,
electricity,  water,  rain  or  snow which may flow or leak from any part of the
demised  premises,  or from any pipes, appliances or plumbing works of the same,
or from the street or subsurface, or from any other place, nor from interference
with  light  or  other  incorporeal  hereditaments or easements, however caused,
except  if  due  to  the  negligent acts of the Landlord, its employees, agents,
invitees,  and  contractors.

44.     All  improvements,  equipment  and fixtures, other than Tenant's movable
business  fixtures  and  equipment,  made  or  installed  by  the  Tenant  shall
immediately, upon completion of installation thereof, be and become the property
of  the  Landlord  without  payment  therefor  by  the  Landlord,  and  shall be
surrendered  to  the  Landlord  upon the expiration or sooner termination of the
term  of  this  lease.

45.     In  the  event that any person performing work or supplying materials of
any  kind or nature whatsoever at the request, order or direction of the Tenant,
shall  file  a lien against the subject premises, the Tenant agrees that it will
cause  such  lien to be discharged by bonding of same, or in any other manner in
which the Tenant may accomplish same, provided such lien shall be removed within
thirty (30) days from the filing thereof.  Tenant will in all respects indemnify
and  hold the Landlord harmless from any claim by any subcontractor, materialmen
or  laborers  engaged  or  hired  by it, and further specifically agrees that no
alterations, interior or exterior, shall be undertaken by the Tenant without the
express  written  approval  and  consent  of  the  Landlord.

46.     If  the  Tenant  shall  at  anytime  be  in default hereunder and if the
Landlord  shall  institute  any  action or summary proceeding or shall otherwise
incur  expenses  for legal fees as a consequence of Tenant's default or delay in
making  payment  or  in complying with any term or condition of this lease, then
the Tenant will be liable to and will reimburse the Landlord for such reasonable
expense  of  attorney's  fees  and disbursements thus incurred by Landlord.  The
amount  of  such  expenses shall be deemed to be "additional rent" hereunder and
shall  be  due  from  the  Tenant  to the Landlord on the first day of the month
following the incurring of such respective expenses or following demand therefor
by the Landlord.  If the Tenant shall allege or claim any damages resulting from
any  breach  or  alleged breach by the Landlord under the terms of this lease or
any  claim  of  any  kind  whatsoever arising in favor of the Tenant against the
Landlord, the Tenant agrees that such claim shall not be asserted and may not be
asserted  against  the  Landlord either as a counterclaim, set-off or defense in
any  action  or  proceeding  brought  by the Landlord against the Tenant for the
non-payment  of  rent  or  recovery of possession of the demised premises.  Such
claim  by  the Tenant against the Landlord shall only be enforced, prosecuted or
maintained  by  a separate action or proceeding instituted by the Tenant against
the Landlord and shall not be consolidated with any action or proceeding brought
by  Landlord  to  recover rent or to recover possession of the demised premises.

47.     Any notice by either party to the other shall be deemed given only if in
writing  and  if  delivered  either  personally  or  if such notice be posted by
registered  or certified mail, return receipt requested, addressed (a) if to the
Tenant  at  the  demised premises, to the attention of Peter Mundy and (b) if to
the  Landlord at its address hereinabove stated.  If either party admits receipt
of  such notice, evidence thereof shall not be necessary.  Either party shall be
privileged  to  designate  a  substitute address and/or person for the giving of
notice to it hereunder, by giving notice of such substitution in accordance with
the  provisions  of this paragraph.  In addition to the foregoing, a copy of any
such  notice  shall  be  sent  by regular mail to the attorney for the Landlord:
BERMAN  &  FREEDMAN,  P.C.,  1140 Franklin Avenue, Garden City, New York 11530 -
Attention:  Donald E. Freedman, Esq. and to the attorney for the Tenant: Mark S.
Haltzman,  Esq., One Belmont Avenue, Suite 402, Bala Cynwyd, Pennsylvania 19004.

48.     It  is  mutually covenanted that if the Landlord shall reasonably pay or
be  compelled  to pay any sum of money or shall reasonably perform any act or be
compelled  to perform any act, which act shall require the payment of any sum of
money,  by reason of the failure of the Tenant to perform any one or more of the
covenants  herein  contained,  the sum or sums so paid by the Landlord, together
with  all  interest, costs and damages, shall after ten days' written notice and
demand  be  added  to rent installments next due and shall be collectible in the
same  manner  and  with  the  same  remedies  as  if originally reserved as rent
hereunder.

49.     The  Landlord  has  made no representations or warranties of any kind or
nature  except  as  are specifically set forth herein and the parties agree that
this lease constitutes the full agreement by and between them.  Any holding over
by  the  Tenant  after the term of this lease shall be unlawful and in no manner
constitutes  a  renewal  or  extension  of  this  lease  agreement.

50.     In  the  event that the Tenant shall not have paid the rent on or before
the  5th day of the month during which same is due, there shall be added to such
rent, as additional rent, a late charge of five percent (5%) of the rent due and
unpaid.  This  late  payment  charge  is intended to compensate Landlord for its
additional administrative costs resulting from Tenant's failure to pay rent in a
timely  manner  and  has been agreed upon by Landlord and Tenant as a reasonable
estimate  of the costs that will be incurred by Landlord as a result of Tenant's
failure  to  make  timely  payment.  This  late  payment  charge will constitute
liquidated  damages  and  will  be  paid  to  Landlord together with such unpaid
amounts.  The  Landlord  shall  have  all rights with respect to this additional
rent  as  for  the non-payment of any and all other rents due under the terms of
this lease.  The demand for and collection of the aforesaid late charge shall in
no  way  be deemed a waived of any remedies that the Landlord may have under the
terms  of  this  lease  by  summary  proceedings  or  otherwise.

51.     The  Landlord  shall  not  be liable in any way, or to any extent, or at
all,  for  or  on  account  of  any  injury  to  any property at anytime in said
buildings, or for or on account of the destruction of any property at anytime in
said  buildings.  Landlord shall not be liable for any damage done or occasioned
by  or from plumbing, gas, water, sprinkler, steam or other pipes or sewerage or
the  bursting,  leaking  or running of any pipes, tank or plumbing fixtures, in,
above, upon or about said building or premises, nor for any damage occasioned by
water,  snow  or ice being upon or coming through the roof, skylights, trap door
or otherwise, nor for any damages arising from acts or neglect of co-tenants, or
other occupants of the same building or of any owners, or occupants, of adjacent
or  contiguous  property,  except  if caused by the actions of the Landlord, its
employees,  agents,  invitees,  and  contractors.

52.     The  Tenant  shall  on  the  last  day  of  the term, or upon the sooner
termination  of the term, peaceably and quietly surrender the leased property to
the  Landlord,  broom-clean, including all buildings, alterations, re-buildings,
replacements,  changes,  or  additions  placed  by the Tenant hereof, in as good
condition  and  repair as at the commencement of the term, and as any buildings,
structures, replacements, additions, or improvements constructed, erected, added
or  placed  thereon  by the Tenant are when completed, with the normal  wear and
tear  thereof  excepted.  Notwithstanding  the  foregoing, Tenant shall have the
right  to remove any of Tenant's trade fixtures and other equipment belonging to
Tenant  in  the  premises,  provided  Tenant  repairs  any  damage caused to the
premises  occasioned  by  reason of any such removal and further provided Tenant
restores  the  premises  to  its condition prior to the installation of any such
fixtures  or  equipment.  In the event the Tenant vacates the premises and fails
to  remove  any such fixtures or equipment, then and in such event, the Landlord
shall  have the absolute right and option to declare such fixtures and equipment
abandoned  by  the  Tenant,  in  which  event, such fixtures and equipment shall
become  the property of the Landlord or Landlord shall have the option to direct
the  Tenant  to  remove  such fixtures and equipment and restore the premises at
Tenant's  sole  cost  and  expense.

53.     The  Tenant does hereby covenant for itself, its successors and assigns,
that  it  will  not  carry  on,  upon the said premises, or any part thereof, or
permit  to  be  carried  on,  any  trade  or  business  which shall constitute a
nuisance;  or use, or permit to be used, said premises, or any part thereof, for
any  illegal  purpose  whatsoever.

54.     INTENTIONALLY  OMITTED.

55.     No remedy herein conferred upon or reserved to the Landlord or Tenant is
intended  to be exclusive of any other remedy or by law provided, but each shall
be  cumulative and shall be in addition to every other remedy given hereunder or
nor or hereafter existing at law or in equity or by statute.  In addition to all
other remedies provided in favor of the Landlord, the Landlord shall be entitled
to the restraint by injunction of the violation or attempted violation of any of
the  terms,  covenants,  and  conditions  in  this  lease.

56.     This  lease  is  expressly  made subject to the zoning ordinances of the
appropriate  municipal  authority  having jurisdiction over the premises and any
agency  or  subdivisions  thereof.  All  permits  which may be necessary for the
maintenance  and  operation  of  the  Tenant's  business  shall  be obtained and
maintained  by  the  Tenant  at  the  Tenant's  own  cost and expense.  Landlord
represents  that  certificates  of  occupancy/completion have been issued by the
municipal  authority  having  jurisdiction over the premises for the building as
same  presently  exists.

57.     The  Tenant agrees at any time and from time to time, upon not less than
ten  (10)   days  prior written request by the Landlord, to execute, acknowledge
and deliver to the Landlord a statement in writing certifying whether this lease
is  unmodified  and  in  full  force  and  effect  or  if  modified, stating the
modifications  and  dates  to  which  rent  and  other charges have been paid in
advance,  if  any.  Tenant  further  agrees  to submit to the Landlord certified
annual  financial  statements  concerning  the Tenant as Landlord may reasonably
require  from  time  to  time.

58.     The receipt by Landlord or payment by Tenant of rent with knowledge of a
breach  of  any  covenant  of  this  lease  shall not be deemed a waiver of such
breach.  No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly  rent  herein  stipulated shall be deemed to be other than on account of
the  earliest  stipulated rent.  No endorsement or statement on any check or any
letter  accompanying  any check or payment as rent shall be deemed an accord and
satisfaction.  The  Landlord  may accept such check or payment without prejudice
to Landlord right to recover the balance of such rent or pursue any other remedy
in  this  lease  provided.

59.     INTENTIONALLY  OMITTED.

60.     If  the  demised  premises be or become infested with vermin, the Tenant
shall  at  the  Tenant's expense, cause the same to be exterminated from time to
time  to  the  satisfaction  of  the  Landlord.

61.     Any  statement  in this lease contained as to the nature of the business
to  be  conducted  by  the Tenant in the demised premises shall not be deemed or
construed  to constitute a representation or guarantee by the Landlord that such
business  is  lawful  or  permissible, it being the understanding of the parties
that  Tenant  shall  be  fully  responsible  for  obtaining any and all permits,
licenses  or  variances  which  may  be  necessary  for  the conduct of Tenant's
business  and  in  the  event  any such permit, license or variance is required,
there  shall  be  no  abatement  or diminution of rent during the period of time
during  which  Tenant  obtains  any  of  the  foregoing.

62.     INTENTIONALLY  OMITTED.

63.     If  Landlord  shall  be  in  default  under  this  lease  and,  if  as a
consequence  of  such  default,  Tenant  shall  recover a money judgment against
Landlord,  such  judgment  shall  be  satisfied only out of the proceeds of sale
received  upon  execution of such judgment and levied thereon against the right,
title  and  interest  in the demised premises as the same may then be encumbered
and  Landlord  shall  not  be  liable  for any deficiency, nor shall Landlord be
liable  for  any  consequential  damages  suffered  by the Tenant as a result of
Landlord's  failure  to  perform any of its obligations under this lease, unless
such  failure shall be willful.  In no event shall Tenant have the right to levy
execution  against  any  property  of  Landlord  (or  against  the stockholders,
officers  and directors thereof) other than its interest in the demised premises
as  hereinbefore expressly provided.  Notwithstanding anything contained in this
paragraph  or paragraph 46 hereof, in the event Tenant recovers a money judgment
against  the  Landlord,  Tenant shall have the right to offset the amount of any
such  judgment  against  the  rent  and  additional  rent  due  under this Lease
Agreement.

64.     The  Tenant  shall  bear  the entire cost and expense of providing heat,
water,  hot  water,  chilled  water,  janitor  service,  garbage removal, annual
backflow  water  test,  fuel,  gas, electricity, and all other utilities used by
Tenant in the demised premises.  In the event that the Tenant should fail to pay
any  of  these  charges,  the Landlord may, but shall not be obliged, to pay the
same  and  upon  such  payment  the  amount  so  expended  shall be deemed to be
additional  rent  due  and  payable  on  the  next  month succeeding the payment
therefor.

65.     A.  Tenant  shall  pay as additional annual rent hereunder all increases
in  taxes over the base incurred or assessed on both the land and the buildings,
which  comprise  the building of which premises herein demised are a part.  Such
additional  rent  shall  be  due  and  payable  by  the  Tenant in equal monthly
installments  on the first (1st) day of the month along with Tenant's rent.  For
the  purpose  of  this  paragraph,  the  word "taxes" shall mean all real estate
taxes,  assessments,  reassessments  and  charges  and governmental impositions,
duties and charges of every kind and nature whatsoever, extraordinary as well as
ordinary  and whether now within the contemplation of the parties hereto or not,
and  each  and  every installment of them, which shall or may during the term of
this  lease be charged, laid, levied, assessed or imposed upon, or become a lien
or  liens  upon  the  demised  premises  or  the  building, of which the demised
premises  are  a part, or upon any sidewalks or streets in front of or adjoining
the  demised  premises or the building of which the demised premises are a part.
As  used in this Lease, the Tenant's proportionate share shall be 100% of rental
space  in  the  building.

     B.   In addition to the rent and taxes as hereinabove set forth, the Tenant
shall  reimburse Landlord for 100% of the increase of premiums over the base for
fire  insurance  and  extended  mischief  on  the  entire building, of which the
premises demised herein are a part.  Such additional sums shall be paid in equal
monthly  installments  on  the  first (1st) day of the month along with Tenant's
rent.  The  total  amount  of  insurance coverage for the building, of which the
demised premises are a part, shall not exceed 100% of the then replacement value
of  the  said  building  or  the  amount  required  by  the lending institution,
whichever  amount is greater.  Tenant shall be entitled to apply, at anytime, to
the  New York Fire Insurance Rating Organization for a specific breakdown of all
insurance charges included in the insurance rate for the entire building and the
part,  which  it  occupies.  Tenant's obligations hereunder, with respect to all
items  of  additional  rent  under  this  Lease,  shall  be  pro-rated  so as to
correspond  to  the terms of this Lease.  In the event that the use of occupancy
of  Tenant  causes  an  increase in the rate of fire insurance of Tenant herein,
regardless  of when said rate increase occurs, the within Tenant shall be liable
for  the  portion  of  insurance  premiums  due to such increased rate caused by
Tenant's  use  and  occupancy  of  the  premises.  It  is  intended  that if the
increase,  if  any,  occurs  during the base year of the Lease Agreement, Tenant
shall  be  responsible  for  said  rate  and  premium  increase.  Fire insurance
premiums  payable  hereunder  shall  be  deemed  additional  rent collectible by
summary  proceedings  or  otherwise,  at  the  option  of  the  Landlord.

     Landlord  represents  that  the  insurance premium for year ending July 31,
2003  is  $3,118.00  which  includes full replacement coverage for the building.

     C.   Notwithstanding  anything  to  the  contrary, if at anytime during the
term  of  this  Lease  there  shall  be  levied,  assessed  and/or  imposed  in
substitution  in  whole  or  in  part of the real estate taxes, a tax, charge or
capital  levy  or  otherwise  (other  than  a general gross receipts, franchise,
income  or  similar tax) on the rents received from said real estate or personal
property  or  the  rents  reserved herein, Tenant will be liable for and pay the
same  as  hereinabove provided, as additional rent.  Tenant's liability for such
"substitute"  real property taxes shall be 100% of any increased total amount of
"substitute"  taxes  and real property taxes for the whole building and premises
as  set  forth  hereinabove.

     D.   The  base  for the purpose of real estate taxes shall be the 2002/2003
tax  year  and  for  insurance,  the  year  2003/2004.

     E.   Upon  demand,  Landlord  shall  provide  Tenant with copies of tax and
insurance  bills,  which  are  the  subject  hereof.

66.     No  signs,  advertisements, notice or other lettering or displays of any
kind  or  nature shall be affixed to the outer walls of the demised premises nor
shall  same  be placed in the windows or doors thereof without the prior written
consent of the Landlord.    The Landlord has not rented to the Tenant any rights
in  or  to  the  outer  side  of  the outside walls of the building of which the
demised  premises  form  a part or the roof of the demised premises.  The Tenant
agrees  not  to  drill  into or in any way mar or deface any part of the demised
premises  and not to display or erect any lettering, signs, advertising, awnings
or  other  projections or stringing of wires in or on the demised premises or in
or  upon  the  windows  thereof.

67.     Whenever  reference  is made in the printed portion of this lease to the
City  of  New  York, its agencies or divisions, same shall be deemed to refer to
the  local municipal authorities having jurisdiction over the geographic area in
which  the  demised premises is located.  In the event of a conflict between the
provisions  of  this  rider and the provisions of the printed form of the lease,
the  provisions  of  this  rider  shall  prevail  and  control.

68.     Tenant  shall  not record this lease or a memorandum thereof without the
written  consent  of  Landlord.  Within  ten  (10) days after written request by
Landlord,  Tenant will execute a memorandum of this lease in recordable form and
deliver  same  to  Landlord.

69.     This  lease  and  the  exhibits, riders and/or addenda, if any, attached
hereto  set  forth  the  entire  agreement  between  the  parties.  Any  prior
conversations  or  writings  are  merged herein and extinguished.  No subsequent
amendment  to this lease shall be binding upon Landlord or Tenant unless reduced
to  writing  and  signed.  Submission  of  this  lease  for examination does not
constitute  an  option for the demised premises and becomes effective as a lease
only  upon  execution by both parties and delivery hereof by Landlord to Tenant.
If  any  provision  contained  in  a  rider  or addenda is inconsistent with the
printed  provision  of  this  lease,  the  provision  contained in said rider or
addenda  shall  supersede  said  printed  provision.

70.     Notwithstanding  anything  contained herein, the Tenant shall pay to the
Landlord  on  or  before  October 1, 2003 the sum of $11,666.67 representing the
first  month's  rental.


71.     The  Tenant  specifically  represents  that  NEWMARK  OF LONG ISLAND LLC
introduced  the  Tenant  to  this transaction and Tenant agrees to indemnify and
hold the Landlord harmless from any claim by any other broker who may claim that
he  brought  about  this  transaction.

72.     SENTRY  TECHNOLOGY  CORPORATION,  the  Tenant  named  herein,  hereby
represents  that  it  is  the entity which will occupy the premises, operate the
business  and  own  the  equipment  to  be  installed  in  the demised premises.

73.     In  order to secure the Landlord and the Tenant benefits pursuant to the
General  Rules  of the New York Fire Insurance Rating Organization, the Landlord
and  Tenant  hereby  agree  to waive any and all rights of subrogation which may
accrue  to  them  during  the  term  of  this  Agreement to recover for any loss
occasioned  by  fire,  casualty  or  otherwise for which the Tenant is or may be
liable  to the Landlord or the Landlord liable to the Tenant, provided, however,
that:

     A.   The  provisions of the paragraph do not in any way affect, diminish or
invalidate  the  protection  afforded the Landlord or Tenant by virtue of any of
its  contracts  of  insurance  with  any  insurance  carrier.

     B.   The  compensation  to  which the Landlord or Tenant may be entitled by
virtue  of such loss is not in any way diminished or decreased by reason hereof.

     C.   In  the  event Landlord or Tenant is unable to obtain or maintain fire
insurance  (including  vandalism  and malicious mischief) in a licensed New York
Insurance  Company acceptable to the lending institutions mortgagee by reason of
the  provisions of this paragraph, the provisions of this entire paragraph shall
be  deemed  canceled,  null  and  void.

74.     Tenant  covenants  that it will vacate the premises immediately upon the
expiration  or  sooner  termination  of  this  lease.  If  the  Tenant  retains
possession  of  the  premises  or  any part thereof after the termination of the
term, the Tenant shall pay the Landlord the fixed minimum annual rent at one and
one-half  times  the  monthly  rate of the last month of the term hereof for the
time  the  Tenant thus remains in possession and, in addition thereto, shall pay
the  landlord  for  all  damages  consequential  as well as direct, sustained by
reason  of  the Tenant's retention of possession. The provisions of this section
do  not  exclude the Landlord's rights of re-entry or any other right hereunder,
including  without  limitation,  the right to refuse double the monthly rent and
instead to remove Tenant through summary proceedings for holding over beyond the
expiration  of  the  term  of  this  lease.

75.     HAZARDOUS  MATERIALS:     (a)     General Prohibition.  Tenant shall not
        ---------------------             -------------------
cause  or  permit to be released, discharged, used, stored or disposed of on the
premises  any  hazardous  substances,  hazardous  materials, hazardous wastes or
toxic substances (collectively "Hazardous Materials"), as such terms are defined
or  classified under any laws or regulations, including, but not limited to, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et. seq., the Resource Conservation and Recovery
Act,  42  U.S.C.  Section  6901 et. seq., the Hazardous Materials Transportation
Act,  49 U.S.C. Section 1801, et. seq., any amendments to the foregoing, and any
similar  federal,  state  or  local  laws, ordinances, rules, decrees, orders or
regulations  (collectively the "Laws").  Notwithstanding the foregoing, Landlord
hereby  consents  to  Tenant's  use,  storage or disposal of products containing
small  quantities  of Hazardous Materials, which products are routinely used and
of a type customarily found in the type of business conducted by Tenant (such as
cleaning  materials,  solvents,  detergents  and the like), provided that Tenant
shall  handle,  use, store and dispose of such Hazardous Materials in a safe and
lawful  manner  and  shall not allow such Hazardous Materials to contaminate the
premises.

          (b)     Indemnity.     If  Tenant  breaches  the  covenants  and
                  ---------
obligations  set  forth herein, Tenant shall indemnify, defend and hold Landlord
and all the other tenant(s), owner(s) and operator(s) of the common areas or the
center  free  and  harmless  from  and  against  any  and all claims, judgments,
damages,  penalties,  fines,  costs,  liabilities and losses (including, without
limitation: diminution in the value of the premises and/or the common areas; and
sums  paid  in settlement of claims, attorneys' fees, consultant fees and expert
fees)  which  arise  as a result of such contamination.  This indemnification by
Tenant  includes,  without  limitation: any and all costs incurred in connection
with  any investigation of site conditions or any clean up, remedial, removal or
restoration  work required by any federal, state or local governmental agency or
political subdivision because of the presence of such Hazardous Materials in, on
or  about  the premises, the common areas or the soil or groundwater on or under
the  demised premises and the building in which the demised premises is located.

76.     The  Tenant  will  be  solely responsible for the proper maintenance and
repair  of  the  demised  premises and of the fixtures, appliances, services and
utilities  therein,  including  but  not  limited  to  the  plumbing,  heating,
electrical,  sprinkler  and  air-conditioning  systems.  Landlord  shall  be
responsible  for  all structural repairs which are defined as the roof, exterior
walls, foundations, floors, window frames, sidewalks, curbs and parking lot, the
liability  of  Landlord being the repair of same being limited to such repair as
is  not  the  result  of  the  fault  or  negligence  of the Tenant, its agents,
invitees,  employees  or  contractors.


77.     The sidewalks, driveways and entrances of the demised premises shall not
be  obstructed  by  the Tenant and the Tenant shall keep same free of ice, snow,
debris,  refuse and in addition, make all repairs and replacements thereto which
may  become necessary as a consequence of the fault or negligence on the part of
the  Tenant.

78.          In  consideration  of  the mutual covenants herein contained, it is
agreed  that  the  Tenant
shall  have the absolute right and option to cause this lease to be extended for
a  period of three (3) years from October 1, 2006 to September 30, 2009 upon the
following  terms  and  conditions:

     (a)    That  there  shall  be  no default under the terms and conditions of
this  lease;

     (b)    That  the  Tenant  shall  give  notice to the Landlord in writing by
certified mail, return receipt requested of its intention to renew provided that
such  notice  shall be received by the Landlord no later than April 1, 2006.  It
is  further  understood  and  agreed  that time shall be considered to be of the
essence  in the giving of notice to renew and in the event that the Tenant shall
fail  to  give  notice  as  herein set forth, the Tenant shall be deemed to have
waived said option and the option shall be null, void and of no further force or
effect;

     (c)    That such extended period shall be pursuant to and in agreement with
the  terms,  conditions and covenants herein set forth with the exception of the
provisions of this paragraph granting to the Tenant the right to renew or extend
and  further  that  the  rent  to  be  paid for such extended period shall be as
follows:

1)          ONE  HUNDRED  SIXTY THOUSAND ($160,000.00) DOLLARS per annum payable
in  equal  monthly  installments of THIRTEEN THOUSAND THREE HUNDRED THIRTY-THREE
AND 33/100 ($13,333.33) DOLLARS for the period from October 1, 2006 to September
30,  2007.

2)          ONE  HUNDRED  SIXTY-FIVE  THOUSAND  ($165,000.00)  DOLLARS per annum
payable  in  equal monthly installments of THIRTEEN THOUSAND SEVEN HUNDRED FIFTY
($13,750.00)  DOLLARS  for  the  period  from  October  1,  2007  to
     September  30,  2008.

3)          ONE HUNDRED SEVENTY THOUSAND ($170,000.00) DOLLARS per annum payable
in  equal  monthly  installments  of FOURTEEN THOUSAND ONE HUNDRED SIXTY-SIX AND
67/100 ($14,166.67) DOLLARS for the period from October 1, 2008 to September 30,
2009.

79.    Landlord  may replace, at the expense of Tenant, any and all broken glass
in  and  about the demised premises.  Landlord may insure, and keep insured, all
plate  glass in the demised premises for and in the name of Landlord.  Bills for
the  premiums  therefor shall be rendered by Landlord to Tenant at such times as
Landlord  may elect, and shall be due from, and payable by Tenant when rendered,
and the amount thereof shall be deemed to be, and be paid as, additional rental.
Damage  and  injury to the said premises, caused by the carelessness, negligence
or  improper  conduct  on  the part of the said Tenant or the Tenant's agents or
employees  shall  be  repaired  as  speedily  as  possible  by the Tenant at the
Tenant's  own  cost  and  expense.

80.    Tenant  shall  pay  to Landlord the rent or charge, which may, during the
demised term, be assessed or imposed for the water used or consumed in or on the
said premises, whether determined by meter or otherwise, as soon as and when the
same  may  be assessed or imposed.   All such rents or charges or expenses shall
be  paid  as  additional  rent  and  shall  be  added  to  the next month's rent
thereafter  to  become  due.

81.    The  Tenant  will  not  nor  will the Tenant permit undertenants or other
persons  to  do anything in said premises, or bring anything into said premises,
or permit anything to be brought into said premises or to be kept therein, which
will in anyway increase the rate of fire insurance on said premises, nor use the
demised  premises  or  any  part thereof, nor suffer or permit their use for any
business  or purpose which would cause an increase in the rate of fire insurance
on  said  building,  and  the  Tenant agrees to pay on demand any such increase.

82.    Neither  Landlord  nor Landlord's agents have made any representations or
promises  with  respect to the physical condition of the building, the land upon
which  it  is  erected  or  the demised premises, the rents, leases, expenses of
operation,  or  any  other  matter or thing affecting or related to the premises
except  as  herein  expressly set forth and no rights, easements or licenses are
required  by Tenant by implication or otherwise except as expressly set forth in
the provisions of this Lease.  Tenant has inspected the building and the demised
premises  and  is  thoroughly  acquainted with their condition, and acknowledges
that  the  taking  of  possession  of  the  demised  premises by Tenant shall be
conclusive  evidence  that  the said premises and the building of which the same
form  a part were in good and satisfactory condition at the time such possession
was  so  taken,  except as to latent defects.  All understandings and agreements
heretofore  made  between  the parties hereto are merged in this contract, which
alone  fully  and completely expresses the agreement between Landlord and Tenant
and  any  executory  agreement  hereafter  made  shall be ineffective to change,
modify,  discharge  or  effect  an abandonment of it in whole or in part, unless
such  executory  agreement  is  in  writing and signed by the party against whom
enforcement  of  the  change,  modification, discharge or abandonment is sought.

83.    Any  and  all signs shall be subject to and comply with all the rules and
regulations  of any governing authorities having jurisdiction thereof, including
the obtaining of permits or renewal of same.  Said sign shall not interfere with
the  signs  of  any  other  Tenant  in  the  other  building. Said sign shall be
installed  and  removed  without  damage  to  the  building.


84.    Tenant  acknowledges  that  it has been informed that in the event Tenant
exercises  its  option  to  renew this Lease, a real estate brokerage commission
will  be  due  from  Landlord to NEWMARK OF LONG ISLAND LLC payable on a monthly
basis  commencing on the first day of the first month of the renewal term and on
the  first  day  of  the succeeding eleven (11) months thereafter.  Each monthly
payment  shall  be  in  the  amount of TWO THOUSAND ($2,000.00) DOLLARS.  In the
event  Landlord  fails to pay any of the monthly installments to NEWMARK OF LONG
ISLAND  LLC  as aforesaid, then and in such event, Tenant is directed to pay the
amount  due NEWMARK OF LONG ISLAND LLC and is authorized to deduct same from the
monthly  rent  due  Landlord  hereunder  upon  receipt  of a written notice from
NEWMARK  OF  LONG ISLAND LLC certifying that its monthly commission has not been
paid.

85.     Landlord agrees to perform the following work in the demised premises at
Landlord's  sole  cost  and  expense:

a.               All  overgrowth of shrubs and weeds will be cut back around the
building.

b.               Landlord  will  install  new  carpet,  replace  damaged ceiling
tiles,  paint the walls and repair all damage resulting from leaks in the office
area.

c.               All  exit  signs  and emergency light fixtures will be serviced
and  placed  in  operating  order.

86.      Upon  execution  of this lease by the Landlord and Tenant, Tenant shall
be  given  immediate  possession of the demised premises.  If such possession is
delivered  prior to the October 1, 2003 commencement date, Tenant's occupancy of
the  premises  shall  be  governed by all of the terms, covenants and conditions
contained in this lease, except that Tenant shall not be required to pay rent or
additional  rent  for  any  period  prior  to  October  1,  2003.

87.      Landlord  agrees  that  upon  written  request,  it  will  execute  the
"Landlord's  Waiver",  a copy of which is annexed hereto, made a part hereof and
marked  Exhibit  A.  Landlord  further  agrees  that  it  will execute a similar
"Landlord's  Waiver"  for  any  substitute  lender  designated  by  Tenant.

88.      (A)   Tenant  covenants  that it shall not assign this lease nor sublet
the  Demised  Premises  or  any  part  thereof  by operation of law or otherwise
without  the  prior  written  consent  of Landlord in each instance.  Tenant may
assign  this  lease  or  sublet  all  or  a portion of the Demised Premises with
Landlord's  written  consent,  which  consent will not be unreasonably withheld,
provided:

     (ii)   That such assignment or sublease is for a use which is in compliance
with  this lease and the then existing zoning regulations and the Certificate of
Occupancy;

     (ii)   The  proposed  assignee  or  sublessee  shall  be, in the reasonable
opinion  of  the  Landlord,  financially responsible and of a character as is in
keeping  with  the  character  and  nature of the building and its tenancies and
having  a  net  worth  at  least  equal to that of the Tenant at the time of the
execution  of  this  lease;

     (iii)   That,  at  the  time  of such assignment or subletting, there is no
uncured  default  under  the  terms  of  this  lease  on  the  Tenant's  part;
     (iv)   That,  in  the  event of an assignment, the assignee shall assume in
writing the performance of all of the terms and obligations of the within lease;

     (v)   That  a  duplicate  original  of said assignment or sublease shall be
delivered  by  certified  mail  to  the Landlord at the address herein set forth
within  ten (10) days of the date that Tenant first advises Landlord of the name
and  address  of  the  proposed  subtenant  or assignee, as required pursuant to
subparagraph  (D)  hereof;

     (vi)   Such assignment or subletting shall not, however, release the within
Tenant  or  any  successor  tenant or any guarantor from their liability for the
full  and faithful performance of all of the terms and conditions of this lease;

     (vii)   If  this  lease be assigned, or if the Demised Premises or any part
thereof be underlet or occupied by anybody other than Tenant, Landlord may after
default  by Tenant, collect rent from the assignee, undertenant or occupant, and
apply  the  net  amount  collected  to  the  rent  herein  reserved;  and

     (viii)  That,  in  the  event  Tenant shall request Landlord's consent to a
proposed  assignment  of  this lease or proposed sublease of all or a portion of
the  Demised  Premises, Tenant shall pay or reimburse to Landlord the reasonable
attorney  fees  incurred  by  Landlord  in  processing  such  request.

     (B)   Whenever  Tenant  shall claim under this Article or any other part of
this  lease  that  Landlord  has unreasonably withheld or delayed its consent to
some request of Tenant, Tenant shall have no claim for damages by reason of such
alleged  withholding or delay, and Tenant's sole remedy thereof shall be a right
to  obtain  specific  performance or injunction but in no event with recovery of
damages.

     (C)   Tenant  shall not mortgage, pledge, hypothecate or otherwise encumber
its  interest  under  this  lease  without  Landlord's  prior  written  consent.

     (D)   At  least  thirty  (30)  days  prior  to  any  proposed subletting or
assignment,  Tenant  shall  submit  to Landlord a written notice of the proposed
subletting  or  assignment,  which notice shall contain or be accompanied by the
following  information:

          (i)   the  name  and  address  of  the proposed subtenant or assignee;

          (ii)  the  nature  and  character  of  the  business  of  the proposed
subtenant  or  assignee  and  its  proposed  use  of the premises to be demised;

          (iii) the most recent three (3) years of balance sheets and profit and
loss  statements  of  the  proposed  subtenant  or  assignee  or other financial
information  satisfactory  to  Landlord;  and

          (iv)  such  shall be accompanied by a copy of the proposed sublease or
assignment  of  lease.

89.      Except  as  to  the  provisions  of  Paragraph  88  hereof  concerning
assignment  or  sublease,  Landlord and Tenant agree that wherever in this lease
either  party's  consent  is  required,  such  consent  will not be unreasonably
withheld.

90.     Tenant shall have access to the parking area at all times and shall have
the  right,  at its expense, to designate thirty-nine (39) parking spaces in the
parking area for the exclusive use of Sentry, such designation may be done as to
those  spaces located adjacent to the premises, in such manner as Sentry desires
and  as  to  the remaining spaces, such designation shall not use poles or other
structures  that would impede the traffic flow in the parking area.  Further, it
is  understood  that  the  Landlord  shall  not be responsible if patrons of the
business  which  shares  the  parking  area  use the Sentry's designated parking
spots.

91.     Landlord  represents  that  (for  the  purposes  of this paragraph shall
include the Landlord's employees and agents), it has received no notices of, and
has  no  knowledge  of  any  contamination  to  the  premises from any Hazardous
Material.

                              G  &  J  LAKELAND  REALTY  CORP.

                              By:   /s/ Glenn Steuerman   Pres.
                                   -------------------------------
                                        Glenn Steuerman


                              SENTRY  TECHNOLOGY  CORPORATION


                              By:  /s/ Peter J. Mundy  VP-CFO
                                  --------------------------------
                                   Peter  J.  Mundy
                                   Vice  President  and
                                   Chief  Financial  Officer

<PAGE>


















     RENT  SCHEDULE
     --------------

Re:  G  &  J  Lakeland  Realty  Corp.,  Landlord
     Sentry  Technology  Corporation,  Tenant
     Premises  -  1881  Lakeland  Avenue,
     Ronkonkoma,  New  York


     During  the term of this Lease Agreement, Tenant shall pay to the Landlord,
in  addition  to  all  other items of rent and additional rent set forth in this
Lease  Agreement, the fixed minimum annual rent in accordance with the following
schedule  payable  in  equal monthly installments in advance on the first day of
each  month  of  the  term  of  this  lease.

1)          ONE  HUNDRED  FORTY THOUSAND ($140,000.00) DOLLARS per annum payable
in  equal  monthly  installments  of  ELEVEN  THOUSAND SIX HUNDRED SIXTY-SIX AND
67/100 ($11,666.67) DOLLARS for the period from October 1, 2003 to September 30,
2004.

2)          ONE  HUNDRED  FORTY-FOUR  THOUSAND TWO HUNDRED ($144,200.00) DOLLARS
per  annum  payable in equal monthly installments of TWELVE THOUSAND SIXTEEN AND
67/100 ($12,016.67) DOLLARS for the period from October 1, 2004 to September 30,
2005.

3)          ONE  HUNDRED  FORTY-EIGHT THOUSAND SIX HUNDRED ($148,600.00) DOLLARS
per annum payable in equal monthly installments of TWELVE THOUSAND THREE HUNDRED
EIGHTY-THREE AND 33/100 ($12,383.33) DOLLARS for the period from October 1, 2005
to  September  30,  2006.


<PAGE>























































SECTION  302  CERTIFICATION:

                                                                  Exhibit  31.1

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification  of  CEO

I,  Peter  L.  Murdoch,  certify  that

1.   I  have  reviewed this quarterly report on Form 10-QSB of Sentry Technology
Corporation;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the registrant and we have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

c)     disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  the registrant's internal control over financial reporting;
and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
function):

a)     all  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  controls  over financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees  who  have  a  significant role in the  registrant's internal controls
over  financial  reporting.


                              /s/  PETER  L.  MURDOCH
                          -------------------------------------------------
                              Peter  L.  Murdoch
                              President  and  Chief  Executive  Officer

                              November  4,  2003










<PAGE>









SECTION  302  CERTIFICATION:

                                                                   Exhibit  31.2

                            CERTIFICATION PURSUANT TO
                                 SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

Certification  of  CFO

I,  Peter  J.  Mundy,  certify  that

1.   I  have  reviewed this quarterly report on Form 10-QSB of Sentry Technology
Corporation;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the registrant and we have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

c)     disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  the registrant's internal control over financial reporting;
and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
function):

a)     all  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  controls  over financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees  who  have  a  significant role in the  registrant's internal controls
over  financial  reporting.


                              /s/  PETER  J.  MUNDY
                          -------------------------------------------------

                              Peter  J.  Mundy
                              Vice  President  and  Chief  Financial  Officer

                              November  4,  2003



<PAGE>
















SECTION  906  CERTIFICATION:


                                                                   Exhibit  32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



Certification  of  CEO

In  connection  with  the Quarterly Report of Sentry Technology Corporation (the
"Company")  on Form 10-QSB for the period ended September 30, 2003 as filed with
the  Securities  and  Exchange  Commission  on the date hereof (the Report"), I,
Peter  L.  Murdoch, Chief Executive Officer of the Company, certify, pursuant to
Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002,  that:

(1)     The  Report  fully  complies  with the requirements of Section 13(a) and
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.



                           /s/  PETER  L.  MURDOCH
                          -------------------------------------------------
                               Peter  L.  Murdoch
                               President  and  Chief  Executive  Officer

                               November  4,  2003


A  signed  original  of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears  in  typed  form  within  the  electronic  version  of  this     written
statement  required by Section 906, has been provided to the Company and will be
retained  by the Company and furnished to the Securities and Exchange Commission
or  its  staff  upon  request.

This  certification  accompanies  this Report on Form 10-QSB pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002  and shall not, except to the extent
required  by such Act, be deemed filed by the Company for purposes of Section 18
of  the Securities Exchange Act of 1934, as amended  (the "Exchange Act").  Such
certification will not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent  that  the  Company  specifically  incorporates  it  by  reference.





<PAGE>




























SECTION  906  CERTIFICATION:


                                                                   Exhibit  32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



Certification  of  CFO

In  connection  with  the Quarterly Report of Sentry Technology Corporation (the
"Company")  on Form 10-QSB for the period ended September 30, 2003 as filed with
the  Securities  and  Exchange  Commission  on the date hereof (the Report"), I,
Peter  J.  Mundy,  Chief  Financial Officer of the Company, certify, pursuant to
Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002,  that:

(1)     The  Report  fully  complies  with the requirements of Section 13(a) and
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

(2)     The information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.



                              /s/  PETER  J.  MUNDY
                          -------------------------------------------------
                              Peter  J.  Mundy
                              Vice  President  and  Chief  Financial  Officer

                              November  4,  2003


A  signed  original  of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears  in  typed  form  within  the  electronic  version  of  this     written
statement  required by Section 906, has been provided to the Company and will be
retained  by the Company and furnished to the Securities and Exchange Commission
or  its  staff  upon  request.

This  certification  accompanies  this Report on Form 10-QSB pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002  and shall not, except to the extent
required  by such Act, be deemed filed by the Company for purposes of Section 18
of  the Securities Exchange Act of 1934, as amended  (the "Exchange Act").  Such
certification will not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except to the
extent  that  the  Company  specifically  incorporates  it  by  reference.